UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
(Amendment No. )
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Preliminary Information Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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Definitive Information Statement
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Union Electric Company
(Name of Registrant As Specified In Its Charter)
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Payment of Filing Fee (Check the appropriate box):
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No fee required
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Date Filed:
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U
NION
E
LECTRIC
C
OMPANY
N
OTICE
OF
A
NNUAL
M
EETING
OF
S
HAREHOLDERS
To the Shareholders of
U
NION
E
LECTRIC
C
OMPANY
The Annual Meeting of Shareholders of Union Electric Company will be held at the Saint Louis Art Museum, Forest Park, One Fine Arts Drive,
St. Louis, Missouri, on Thursday, April 24, 2014, at 9:00 A.M. CDT, for the purposes of:
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(1)
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electing five directors of the Company for terms ending at the annual meeting of shareholders to be held in 2015; and
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(2)
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acting on other proper business presented to the meeting.
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The Board of Directors of the Company presently knows of no other business to come before the meeting.
If you owned shares of the Company’s capital stock at the close of business on February 26, 2014, you are entitled to vote at the meeting and at any adjournment thereof. Persons will be admitted
to the meeting upon verification of their shareholdings in the Company. If your shares are held in the name of your broker, bank or other nominee, you must bring an account statement or letter from the nominee indicating that you were the beneficial
owner of the shares on February 26, 2014, the record date for voting. Please note that cameras and other recording devices will not be allowed in the meeting.
THERE WILL BE NO SOLICITATION OF PROXIES BY THE BOARD OF DIRECTORS OF THE COMPANY.
By
order of the Board of Directors.
/s/ Gregory L. Nelson
GREGORY L. NELSON
Secretary
St. Louis, Missouri
March 11, 2014
T
ABLE
OF
C
ONTENTS
i
I
NFORMATION
S
TATEMENT
OF
U
NION
E
LECTRIC
C
OMPANY
(First sent or given to shareholders on or about March 11, 2014)
Principal Executive Offices:
One Ameren
Plaza
1901 Chouteau Avenue
St.
Louis, MO 63103
FORWARD-LOOKING INFORMATION
Statements in this information statement not based on historical facts are considered “forward-looking” and, accordingly,
involve risks and uncertainties that could cause actual results to differ materially from those discussed. Although such forward-looking statements have been made in good faith and are based on reasonable assumptions, there is no assurance that the
expected results will be achieved. These statements include (without limitation) statements as to future expectations, beliefs, plans, strategies, objectives, events, conditions, and financial performance. These statements are intended to constitute
“forward-looking” statements in connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. We are providing this cautionary statement to disclose that there are important factors that
could cause actual results to differ materially from those anticipated. Reference is made to our Annual Report on Form 10-K for the year ended December 31, 2013 (the “2013 Form 10-K”) filed with the Securities and Exchange
Commission (the “SEC”) for a list of such factors.
INFORMATION ABOUT THE ANNUAL
SHAREHOLDERS MEETING
This information statement is furnished in connection with the Annual Meeting of Shareholders of
Union Electric Company, doing business as Ameren Missouri (the “Company,” “Ameren Missouri,” “we,” “us” and “our”), to be held on Thursday, April 24, 2014 (the “Annual Meeting”), and
at any adjournment thereof. The Annual Meeting will be held at the Saint Louis Art Museum, Forest Park, One Fine Arts Drive, St. Louis, Missouri at 9:00 A.M. CDT.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
The Company; Ameren Illinois Company, doing business as Ameren Illinois (“Ameren Illinois”); and Ameren Services Company (“Ameren Services”) are principal direct or indirect
subsidiaries of Ameren Corporation (“Ameren”), a holding company.
Ameren has common equity securities listed on the
New York Stock Exchange (“NYSE”) and holds either directly or indirectly more than 50 percent of the voting power of Ameren Missouri, Ameren Illinois and Ameren Services. Ameren Missouri has no securities listed on the NYSE and
is therefore exempt from all of the corporate governance rules of the NYSE (Section 303A of the NYSE’s Listed Company Manual).
Our 2013 Form 10-K is being sent, along with the Notice of Annual Meeting and this information statement, to all shareholders of record at the close of business on February 26, 2014, which is
the record date for the determination of shareholders entitled to vote at the meeting. Note that the 2013 Form 10-K is a combined report for Ameren, Ameren Missouri and Ameren Illinois, which comprise all Ameren companies reporting under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).
1
Ameren Missouri’s Annual Meeting will be held in conjunction with the Ameren and Ameren
Illinois annual meetings.
VOTING
Only shareholders of record of our common stock, $5 par value (“Common Stock”), and our preferred stock, without par value
(“Preferred Stock”) at the close of business on the record date, February 26, 2014, are entitled to vote at the Annual Meeting. Our classes of outstanding voting securities on such date consisted of 102,123,834 shares of Common
Stock, all of which were owned by Ameren, and 807,595 shares of Preferred Stock of various series. As provided in our By-Laws, in order to conduct the meeting, holders of more than one-half of the outstanding shares entitled to vote must be
present in person or represented by proxy so that there is a quorum. Our Common Stock and Preferred Stock vote together as a single class on the election of directors. Each shareholder is entitled to one vote for each share of our stock held
(whether Common Stock or Preferred Stock), on each matter submitted to a vote at the Annual Meeting, except that in the election of directors, each shareholder is entitled to vote cumulatively and therefore, may give one nominee votes equal to the
number of directors to be elected, multiplied by the number of shares held by that shareholder, or those votes may be distributed among any two or more nominees.
In determining whether a quorum is present at the Annual Meeting, shares represented by a proxy which directs that the shares abstain from voting or that a vote be withheld on a matter, shall be deemed to
be represented at the meeting for quorum purposes. Shares as to which voting instructions are given as to at least one of the matters to be voted on shall also be deemed to be so represented. If the proxy states how shares will be voted in the
absence of instructions by the shareholder, such shares shall be deemed to be represented at the meeting.
In all matters,
other than the election of directors, every decision of a majority of the shares entitled to vote on the subject matter and represented in person or by proxy at the meeting at which a quorum is present shall be valid as an act of the shareholders,
unless a larger vote is required by law, the Company’s By-Laws or the Company’s Articles of Incorporation. In tabulating the number of votes on such matters (i) shares represented by a proxy which directs that the shares abstain from
voting or that a vote be withheld on a matter shall be deemed to be represented at the meeting as to such matter, (ii) except as provided in (iii) below, shares represented by a proxy as to which voting instructions are not given as to one
or more matters to be voted on shall not be deemed to be represented at the meeting for the purpose of the vote as to such matter or matters, and (iii) a proxy which states how shares will be voted in the absence of instructions by the
shareholder as to any matter shall be deemed to give voting instructions as to such matter. In the election of directors, the five nominees who receive the most votes will be elected. Shareholder votes are certified by independent inspectors of
election.
We have been informed that Ameren intends to cast the votes of all of the outstanding shares of our Common Stock
for the election of the nominees for directors named in Item (1). Accordingly, this matter is expected to be approved. Therefore, the Board of Directors considered it unnecessary to solicit proxies for the Annual Meeting. However, if you wish
to vote your shares of Preferred Stock, you may do so by attending the Annual Meeting in person and casting your vote by a ballot which will be provided for that purpose.
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OTHER ANNUAL MEETING MATTERS
I
MPORTANT
N
OTICE
R
EGARDING
THE
A
VAILABILITY
OF
I
NFORMATION
S
TATEMENT
AND
2013 F
ORM
10-K
FOR
THE
A
NNUAL
M
EETING
TO
B
E
H
ELD
ON
A
PRIL
24, 2014
This information statement and our 2013
Form
10-K, including our financial statements, are also available to you at http://www.ameren.com/AmerenMissouriInfoStatement.
H
OUSEHOLDING
OF
I
NFORMATION
S
TATEMENTS
The Company has been
notified that certain banks, brokers and other nominees may household the Company’s information statements for shareholders who hold Company shares with the bank, broker or other nominee in “street” name and have consented to
householding. In this case, you may request individual copies of the information statement by contacting your bank, broker or other nominee.
H
OW
Y
OU
C
AN
R
EVIEW
THE
L
IST
OF
S
HAREHOLDERS
The names of shareholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and, for 10 days prior to the Annual Meeting, at the Office of the Secretary of the
Company.
W
EBCAST
OF
THE
A
NNUAL
M
EETING
The Annual Meeting will also be webcast on April 24, 2014. You are invited to visit http://www.ameren.com at
9:00 A.M. CDT on April 24, 2014, to hear the webcast of the Annual Meeting. On the home page, you will click on “Live Webcast Annual Meeting April 24, 2014, 9:00 A.M. CDT,” then the appropriate audio link. The webcast
will remain on Ameren’s website for one year. You cannot record your vote on this webcast.
H
OW
Y
OU
C
AN
C
ONTACT
U
S
A
BOUT
A
NNUAL
M
EETING
M
ATTERS
You may reach us:
- by mail addressed to
Office of the Secretary
Union Electric Company
P.O. Box 66149, Mail Code 1370
St. Louis, MO 63166-6149
- by calling toll free 1-800-255-2237 (or in the St. Louis area 314-554-3502).
ITEMS YOU MAY VOTE ON
I
TEM
(1): E
LECTION
OF
D
IRECTORS
Five directors are to be elected at the Annual Meeting to serve until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified. In the event that
any nominee for election as director should become unavailable to serve, votes will be cast for such substitute nominee or nominees as may be nominated by the Nominating and Corporate Governance Committee of Ameren’s Board of Directors and
approved by the Board of Directors. The Nominating and Corporate Governance Committee, as described below, performs its committee functions for our Board. The Board of Directors knows of no reason why any nominee will not be able to serve as
director. The five nominees for director who receive the most votes will be elected.
3
Our Board of Directors is currently comprised of six directors (Warner L. Baxter,
Daniel F. Cole, Martin J. Lyons, Jr., Michael L. Moehn, Charles D. Naslund and Gregory L. Nelson), each of whom is an executive officer of the Company or its affiliates. As discussed below, the Audit and Risk Committee, as well
as the Nominating and Corporate Governance Committee, Human Resources Committee, Nuclear Oversight and Environmental Committee and Finance Committee of Ameren’s Board of Directors, perform committee functions for our Board.
In January 2014, Adam C. Heflin ceased his employment with the Company and resigned from the Board of Directors. In connection with
Mr. Heflin’s departure, Fadi M. Diya was promoted as the Company’s Chief Nuclear Officer.
In March 2014,
Warner L. Baxter advised the Board of Directors of his intention to resign from his position as Chairman and member of the Board, and President and Chief Executive Officer of the Company, effective as of March 31, 2014, in connection with his
appointment as Chairman, President and Chief Executive Officer of Ameren. The Board approved the appointment of Michael L. Moehn as Chairman, President and Chief Executive Officer of the Company, effective as of April 1, 2014. The Board also
resolved to reduce the size of the Board from six to five members effective as of March 31, 2014.
I
NFORMATION
C
ONCERNING
N
OMINEES
TO
THE
B
OARD
OF
D
IRECTORS
The nominees for our Board of Directors are listed below,
along with their age as of December 31, 2013, tenure as director, other directorships held by such nominee during the last five years and business background for at least the last five years. Each nominee’s biography below also includes a
description of the specific experience, qualifications, attributes or skills of each director or nominee that led Ameren’s Board to conclude that such person should serve as a director of the Company at the time that this information statement
is filed with the SEC. The fact that we do not list a particular experience, qualification, attribute or skill for a director nominee does not mean that nominee does not possess that particular experience, qualification, attribute or skill. In
addition to those specific experiences, qualifications, attributes or skills detailed below, each director or nominee has demonstrated the highest professional and personal ethics, a broad experience in business, government, education or technology,
the ability to provide insights and practical wisdom based on their experience and expertise, a commitment to enhancing shareholder value, compliance with legal and regulatory requirements, and the ability to develop a good working relationship with
other Board members and contribute to the Board’s working relationship with senior management of the Company. In assessing the composition of the Board of Directors, Ameren’s Nominating and Corporate Governance Committee recommends Board
nominees so that collectively, the Board is balanced by having the necessary experience, qualifications, attributes and skills and that no nominee is recommended because of one particular criterion. See “— Corporate Governance —
Consideration of Director Nominees” below for additional information regarding director nominees and the nominating process.
Each nominee has consented to being nominated for director and has agreed to serve if elected. No arrangement or understanding exists between any nominee and the Company or, to the Company’s
knowledge, any other person or persons pursuant to which any nominee was or is to be selected as a director or nominee. All of the nominees are currently directors of the Company and all of the nominees have been previously elected by shareholders
at our annual meeting of shareholders held on April 23, 2013 (the “2013 Annual Meeting”). There are no family relationships between any director, executive officer, or person nominated or
4
chosen by us to become a director or executive officer. All of the nominees for election to the Board were unanimously recommended by the Nominating and Corporate Governance Committee of
Ameren’s Board of Directors and were unanimously nominated by our Board of Directors. We have been informed that Ameren intends to cast the votes of all of the outstanding shares of our Common Stock for the election of the nominees named below.
D
ANIEL
F. C
OLE
Chairman, President and Chief Executive Officer of Ameren Services and Senior Vice President of the Company and Ameren Illinois.
Mr. Cole was employed by the Company in 1976 as an engineer. He
was elected Senior Vice President of the Company and Ameren Services in 1999, at CIPS in 2001, at CILCO and CILCORP in 2003 and at IP in 2004. In 2009, Mr. Cole assumed the positions of Chairman, President and Chief Executive Officer of Ameren
Services and remained Senior Vice President of the Company, CIPS, CILCO, CILCORP and IP. Mr. Cole’s directorships and tenure as Senior Vice President of CILCORP (following the merger of CILCORP into Ameren) and of CILCO and IP (following
the merger of those entities with and into CIPS) each ended in 2010. Mr. Cole continued as a director and the Senior Vice President of Ameren Illinois following the consummation of the CIPS, CILCO and IP merger in 2010. Director of the Company
since 2005. Director of the following former Ameren subsidiaries: CILCORP (2003-2010); CILCO (2003-2010); IP (2004-2010); AEG (2000-2013). Director of the following other Ameren subsidiaries: Ameren Illinois (2003-present); Ameren Services
(2009-present). Age: 60. Based primarily upon Mr. Cole’s significant executive management and directorship experience, strong strategic planning, engineering and administrative skills and experience, and extensive tenure with the Company
(and its current and former affiliates), as well as those demonstrated attributes discussed in the first paragraph under “Information Concerning Nominees to the Board of Directors” above, Ameren’s Board concluded that Mr. Cole
should serve as a director of the Company at the time that this information statement is filed with the SEC.
M
ARTIN
J.
L
YONS
, J
R
.
Executive Vice President and Chief Financial Officer of the Company, Ameren,
Ameren Illinois and Ameren Services
.
Mr. Lyons joined the Company, CIPS, Ameren, and Ameren Services in 2001 as controller. He was elected controller of CILCORP and CILCO in 2003. Mr. Lyons was also elected vice president of the
Company, CIPS, Ameren, CILCORP, CILCO and Ameren Services in 2003 and vice president and controller of IP in 2004. In 2007, his positions at the Company were changed to vice president and principal accounting officer. In 2008, Mr. Lyons was
elected senior vice president and principal accounting officer of the Ameren companies. In 2009, Mr. Lyons assumed the positions of Senior Vice President and Chief Financial Officer, while remaining as the principal accounting officer, of the
Company, CIPS, Ameren, CILCORP, CILCO, IP and Ameren Services. Mr. Lyons’ directorships and tenure as Senior Vice President and Chief Financial Officer of CILCORP (following the merger of CILCORP into Ameren) and of CILCO and IP (following
the merger of those entities with and into CIPS) each ended in 2010. Mr. Lyons continued as a director and the Senior Vice President and Chief Financial Officer of Ameren Illinois following the consummation of the CIPS, CILCO and IP merger in
2010. In 2013, Mr. Lyons was elected Executive Vice President and Chief Financial Officer of the Company, Ameren, Ameren Illinois and Ameren Services. Director of the Company since 2009. Director of the following former Ameren subsidiaries:
CILCORP (2009-2010); CILCO (2009-2010); IP (2009-2010); AEG (2009-present). Director of the following other Ameren subsidiary: Ameren Illinois (2009-present). Age: 47. Based primarily upon Mr. Lyons’ executive management experience, strong
accounting, financial and administrative skills and
5
experience, and tenure with the Company (and its current and former affiliates), as well as those demonstrated attributes discussed in the first paragraph under “Information Concerning
Nominees to the Board of Directors” above, Ameren’s Board concluded that Mr. Lyons should serve as a director of the Company at the time that this information statement is filed with the SEC.
M
ICHAEL
L. M
OEHN
Senior Vice President of the Company; Chairman, President and Chief Executive Officer of the Company, effective as of April 1, 2014
.
Mr. Moehn joined Ameren Services in 2000 as an
assistant controller. Mr. Moehn was named Director of Ameren Services’ corporate modeling and transaction support in 2001 and elected Vice President of Business Services for Ameren Energy Resources Company, LLC (“Resources
Company”) in 2002. In 2004, Mr. Moehn was elected Vice President of Corporate Planning of Ameren Services and relinquished his position at Resources Company. In 2008, Mr. Moehn was elected Senior Vice President, Corporate Planning and
Business Risk Management of Ameren Services. On January 1, 2012, Mr. Moehn assumed the position of Senior Vice President of Customer Operations of Ameren Illinois and relinquished his position at Ameren Services. Mr. Moehn was elected
to Ameren Illinois’ Board of Directors in April 2012. In 2012, Mr. Moehn was elected to the Board of Directors and as Senior Vice President of Customer Operations of the Company, with responsibility for electric and gas operations,
technical services and customer operations in Missouri, and relinquished his directorship and position at Ameren Illinois. On March 10, 2014, Mr. Moehn was appointed to the positions of Chairman, President and Chief Executive Officer of the Company,
effective as of April 1, 2014. Director of the Company since June 2012. Director of the following other Ameren subsidiary: Ameren Illinois (April 2012-June 2012). Age 44. Based primarily upon Mr. Moehn’s significant executive
management experience, strong strategic planning, operations and administrative skills and experience, and tenure with the Company (and its affiliates), as well as those demonstrated attributes discussed in the first paragraph under
“Information Concerning Nominees to the Board of Directors” above, Ameren’s Board concluded that Mr. Moehn should serve as a director of the Company at the time that this information statement is filed with the SEC.
C
HARLES
D. N
ASLUND
Executive Vice President of Ameren Missouri and Ameren Services
.
Mr. Naslund joined the Company in 1974. He was elected Vice President of Power Operations at the Company in 1999
and Vice President of Ameren Services in 2000. In 2001, Mr. Naslund relinquished his position as Vice President of Ameren Services. Mr. Naslund was elected Vice President of Nuclear Operations at the Company in 2004 and Senior Vice
President and Chief Nuclear Officer of the Company in 2005. In 2008, Mr. Naslund relinquished his positions with the Company and was elected Chairman, President and Chief Executive Officer of Resources Company. In 2011, Mr. Naslund assumed
the position of Senior Vice President, Generation and Environmental Projects of the Company and relinquished his positions of Chairman, President and Chief Executive Officer of Resources Company. On January 1, 2013, Mr. Naslund
relinquished his officer position at the Company and was elected Senior Vice President of Ameren Services, and in 2013, he was elected Executive Vice President of Ameren Missouri and Ameren Services. Director of the Company in 2008 and since 2011.
Director of the following former Ameren subsidiaries: AEG (2008-2011); Resources Company (2008-2011). Age: 61. Based primarily upon Mr. Naslund’s extensive executive management and generation and environmental experience, significant
strategic planning and administrative skills and experience, and extensive tenure with the Company
6
(and its affiliates), as well as those demonstrated attributes discussed in the first paragraph under “Information Concerning Nominees to the Board of Directors” above, Ameren’s
Board concluded that Mr. Naslund should serve as a director of the Company at the time that this information statement is filed with the SEC.
G
REGORY
L. N
ELSON
Senior Vice President,
General Counsel and Secretary of the Company, Ameren, Ameren Illinois and Ameren Services
.
Mr. Nelson joined the Company in 1995 as a manager in the Tax Department and assumed a similar position with Ameren Services in 1998.
Mr. Nelson was elected Vice President and Tax Counsel of Ameren Services in 1999, and Vice President of the Company, CIPS, CILCO and CILCORP in 2003, and of IP in 2004. In 2010, Mr. Nelson was elected Vice President, Tax and Deputy General
Counsel of Ameren Services, while remaining Vice President of the Company, CIPS, CILCO, IP and CILCORP. Mr. Nelson relinquished his position with each of CILCORP (following the merger of CILCORP into Ameren) and with CILCO and IP (following the
merger of those entities with and into CIPS) in 2010. In 2011, Mr. Nelson assumed the positions of Senior Vice President, General Counsel and Secretary of the Company, Ameren, Ameren Illinois and Ameren Services, while relinquishing his
positions of Vice President, Tax and Deputy General Counsel of Ameren Services and Vice President of the Company and Ameren Illinois. Director of the Company since 2011. Director of the following former Ameren subsidiary: AEG (2011-2013). Director
of the following Ameren subsidiary: Ameren Illinois (2011-present). Age: 56. Based primarily upon Mr. Nelson’s significant management experience, extensive legal, tax, regulatory and administrative skills and experience, and tenure with
the Company (and its current and former affiliates), as well as those demonstrated attributes discussed in the first paragraph under “Information Concerning Nominees to the Board of Directors” above, Ameren’s Board concluded that
Mr. Nelson should serve as a director of the Company at the time that this information statement is filed with the SEC.
YOUR
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THESE DIRECTOR NOMINEES.
B
OARD
S
TRUCTURE
Board and Committee Meetings and Annual Meeting Attendance –
During 2013, the Board of Directors met or acted by unanimous written consent without a meeting seven times. All
directors attended or participated in 75 percent or more of the aggregate number of meetings of the Board and the Board Committees of which they were members.
The Company has adopted a policy under which Board members are expected to attend each shareholders’ meeting. At the 2013 Annual Meeting, all of the directors nominated for election in 2013 (who also
were all of the then-incumbent directors) were in attendance.
Board Leadership Structure –
The Company’s
By-Laws delegate to the Company’s Board of Directors the right to exercise its discretion to either separate or combine the offices of Chairman of the Board and Chief Executive Officer. The Board annually considers the appropriate leadership
structure for the Company and has concluded that the Company and its shareholders are best served by the Board retaining discretion to determine whether the same individual should serve as both Chairman of the Board and Chief Executive Officer. This
decision is based upon the Board’s determination of what is in the best interests of the Company and its shareholders, in light of then-current and anticipated future circumstances
7
and taking into consideration succession planning, skills and experience of the individual(s) filling those positions, and other relevant factors.
On February 14, 2014, Mr. Baxter became President and a member of the Ameren Board of Directors and, effective as of April 24, 2014,
Mr. Baxter will become Chief Executive Officer of Ameren. Mr. Baxter is expected to become Chairman of the Board of Directors of Ameren. In connection with this appointment, on March 10, 2014, Mr. Baxter advised the Board of the Company of his
intention to resign from his position as Chairman and member of the Board, and as President and Chief Executive Officer of the Company, effective as of March 31, 2014. On March 10, 2014, the Board approved the appointment of Mr. Moehn as
Mr. Baxter’s successor to the position of Chairman, President and Chief Executive Officer of the Company, effective as of April 1, 2014.
The Board has determined that the Board leadership structure that is most appropriate at this time, given the specific characteristics and circumstances of the Company and the skills and experience of
Messrs. Baxter and Moehn, is a leadership structure that combines the roles of Chairman and Chief Executive Officer with Mr. Baxter (until March 31, 2014) and Mr. Moehn (from April 1, 2014) filling those roles for the following primary
reasons:
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•
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such a Board leadership structure has served the Company and its shareholders well and the Board believes this structure will continue to serve us
well, based primarily on Messrs. Baxter’s and Moehn’s background, skills and experience;
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•
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since Ameren owns all of the Company’s Common Stock, the Company receives significant independent oversight by Ameren’s Board of Directors
(for example, only independent directors serve on all standing Board committees, including the Audit and Risk Committee, the Human Resources Committee and the Nominating and Corporate Governance Committee of Ameren’s Board (see “—
Board Committees” below); Ameren’s Nominating and Corporate Governance Committee recommends to Ameren’s Board, and Ameren’s Board subsequently nominates, director candidates for the Company’s Board; and any Company director,
as a result of Ameren’s ownership of all the Company’s Common Stock, may be removed by Ameren’s Board at any time, with or without cause);
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•
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the combined chairman and chief executive officer position continues to be the principal board leadership structure in corporate America and among
Ameren’s peer companies; and
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•
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there is no empirical evidence that separating the roles of chairman and chief executive officer improves return for shareholders.
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Based on oversight by Ameren’s Board, as described above, Ameren’s ownership of all the
Company’s Common Stock and the economic rights of the holders of the Preferred Stock being senior in priority to the Common Stock, and the Company’s current Board composition and leadership structure, the Board has not appointed a lead
independent director. The Board recognizes that depending on the specific characteristics and circumstances of the Company, other leadership structures might also be appropriate. The Company is committed to reviewing this determination on an annual
basis.
Risk Oversight Process
– Given the importance of monitoring risks, Ameren’s Board has determined to
utilize a committee specifically focused on oversight of the risk management of Ameren and its subsidiaries, including the Company. Ameren’s Board has charged its Audit and Risk Committee with oversight responsibility of Ameren’s and
its
8
subsidiaries’ overall business risk management process, which includes the identification,
assessment, mitigation and monitoring of risks for Ameren and its subsidiaries.
Ameren’s Audit and Risk Committee meets on a regular basis to review the business risk management processes, at which time applicable members of Ameren’s and the Company’s senior management provide reports to the Audit and Risk
Committee. While Ameren’s Audit and Risk Committee retains this responsibility, it coordinates this oversight with other committees of Ameren’s Board having primary oversight responsibility for specific risks (see “— Board
Committees — Ameren Committee and Function” below). Each of Ameren’s standing Board committees, in turn, receives regular reports from members of Ameren’s and the Company’s senior management concerning its assessment of
Ameren and Company risks within the purview of such committee. Each such committee also has the authority to engage independent advisers. The risks that are not specifically assigned to an Ameren Board committee are considered by Ameren’s Audit
and Risk Committee through its oversight of the business risk management process of Ameren and its subsidiaries. Ameren’s Audit and Risk Committee then discusses with members of Ameren’s and the Company’s senior management methods to
mitigate such risks.
Notwithstanding Ameren’s Board of Directors’ oversight delegation to Ameren’s
Audit and Risk Committee, the entire Board is actively involved in risk oversight. Ameren’s Audit and Risk Committee annually reviews for Ameren’s Board which committees maintain oversight responsibilities described above and the overall
effectiveness of the business risk management process. In addition, at each of its meetings, Ameren’s Board receives a report from the Chair of the Audit and Risk Committee, as well as from the Chair of each of the other standing committees of
Ameren’s Board identified below, each of which is currently chaired by an independent director. Ameren’s Board then discusses and deliberates on the risk management practices of Ameren and its subsidiaries. Through the process outlined
above, Ameren’s Board believes that the leadership structure of Ameren’s Board supports effective oversight of the risk management of Ameren and its subsidiaries.
Considerations of Risks Associated with Compensation
– In evaluating the material elements of compensation available to executives and other Company employees, Ameren’s Human
Resources Committee takes into consideration whether the compensation policies and practices of Ameren and certain of its subsidiaries, including the Company, may incentivize excessive risk behavior. Ameren’s Human Resources Committee, with the
assistance of its independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), and Ameren management has reviewed the compensation policies and practices each year since 2010 for design features identified by
Meridian as having the potential to encourage excessive risk taking. The program contains multiple design features that manage or mitigate these potential risks, including:
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an appropriate balance of fixed and variable pay opportunities;
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caps on incentive plan payouts;
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•
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the use of multiple performance measures in the compensation program;
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performance measured at the corporate level;
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•
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a mix between short-term and long-term incentives, with an emphasis for executives on rewarding long-term performance;
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•
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Ameren Human Resources Committee discretion regarding individual executive awards;
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oversight by non-participants in the plans;
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the code of conduct, internal controls and other measures implemented by Ameren and its subsidiaries, including the Company;
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the existence of anti-hedging and anti-pledging policies for executives;
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the existence of a clawback provision in the Ameren Corporation 2006 Omnibus Incentive Compensation Plan (the “2006 Omnibus Incentive Compensation
Plan”) that applies to annual and long-term incentive plan grants in certain circumstances; and
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stock ownership and holding requirements applicable to approximately 230 management members of Ameren (including the Executives and other members of
the Ameren management team, collectively the “Ameren Leadership Team”).
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Based upon the above
considerations, Ameren’s Human Resources Committee determined that the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.
Board Committees –
The Board of Directors has a standing Executive Committee, with such duties as may be delegated to it
from time to time by the Board and authority to act on most matters concerning management of the Company’s business during intervals between Board meetings. The Executive Committee did not meet or act by unanimous written consent without a
meeting in 2013. The present members of this committee are Messrs. Baxter, Lyons and Nelson.
In addition, as described
below, the Board of Directors utilizes the Audit and Risk Committee, Human Resources Committee, Nominating and Corporate Governance Committee, Nuclear Oversight and Environmental Committee and Finance Committee of Ameren’s Board of Directors to
perform such committee functions for the Company’s Board. The chairs and members of those committees are recommended by Ameren’s Nominating and Corporate Governance Committee, appointed annually by Ameren’s Board and are identified
below. Ameren’s Audit and Risk Committee, Human Resources Committee, and Nominating and Corporate Governance Committee are comprised entirely of non-management directors, each of whom Ameren’s Board of Directors has determined to be
“independent” as defined by the relevant provisions of the Sarbanes-Oxley Act of 2002, the NYSE listing standards and Ameren’s Policy Regarding Nominations of Directors (the “Director Nomination Policy”). In addition,
Ameren’s Nuclear Oversight and Environmental Committee and Finance Committee are currently comprised entirely of non-management directors, each of whom Ameren’s Board has also determined to be “independent” under the Director
Nomination Policy.
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Ameren Committee and Function
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Chair and Members
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Meetings
in 2013
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Ameren’s Audit and Risk Committee
Appoints and oversees the independent registered public
accountants; pre-approves all audit, audit-related services and non-audit engagements with independent registered public accountants; approves the annual internal audit plan, annual staffing plan and financial budget of the internal auditors;
reviews with management the design and effectiveness of internal controls over financial reporting; reviews with management and independent registered public accountants the scope and results of audits and financial statements, disclosures and
earnings press releases; reviews the appointment, replacement, reassignment or dismissal of the leader of internal audit or approves the retention of, and engagement terms for, any third-party provider of internal audit services; reviews the
internal audit function; reviews with management the business risk management processes, which include the identification, assessment, mitigation and monitoring of risks on an Ameren-wide basis; coordinates its oversight of business risk management
with other Ameren Board committees having primary oversight responsibilities for specific risks; oversees an annual audit of Ameren’s political contributions; performs other actions as required by the Sarbanes-Oxley Act of 2002, the NYSE
listing standards and its Charter; establishes a system by which employees may communicate directly with members of the Committee about accounting, internal controls and financial reporting deficiency; and performs its committee functions for all
Ameren subsidiaries, including the Company, which are registered companies pursuant to the Exchange Act. Walter J. Galvin qualifies as an “audit committee financial expert” as that term is defined by the SEC. A more complete description of
the duties of the Committee is contained in the Audit and Risk Committee’s Charter available at http://www.ameren.com/Investors.
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Walter J. Galvin,
Chairman
Catherine S. Brune
Ellen M. Fitzsimmons
Stephen R.
Wilson
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Ameren’s Human Resources Committee
Reviews and approves objectives relevant to the compensation of Chief Executive
Officers of Ameren and its subsidiaries, including the Company, as well as other executive officers; administers and approves awards under Ameren’s incentive compensation plan; administers and approves incentive compensation plans, executive
employment agreements, if any, severance agreements and change in control agreements; reviews with management, and prepares an annual report regarding, the Compensation Discussion and Analysis section of Ameren’s Form 10-K and proxy
statement and the Form 10-K and information statement of the Company and other Ameren subsidiaries which are registered companies pursuant to the Exchange Act; acts on important policy matters affecting personnel; recommends to Ameren’s
Board amendments to those pension plans sponsored by Ameren or one or more of its subsidiaries, including the Company, except as otherwise delegated; performs other actions as required by the NYSE listing standards and its Charter; and performs its
committee functions for all Ameren subsidiaries, including the Company, which are registered companies pursuant to the Exchange Act. A more complete description of the duties of the Committee is contained in the Human Resources Committee’s
Charter available at http://www.ameren.com/Investors.
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Patrick T. Stokes,
Chairman
James C. Johnson
Steven H. Lipstein
Jack D. Woodard
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Ameren Committee and Function
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Chair and Members
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Meetings
in 2013
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Ameren’s Nominating and Corporate Governance Committee
Adopts policies and procedures for identifying and evaluating director nominees;
identifies and evaluates individuals qualified to become Board members and director candidates, including individuals recommended by shareholders; reviews the Board’s policy for director compensation and benefits; establishes a process by which
shareholders and other interested persons will be able to communicate with members of the Board; develops and recommends to the Board corporate governance guidelines; oversees Ameren’s code of business conduct (referred to as its Corporate
Compliance Policy), its Code of Ethics for Principal Executive and Senior Financial Officers and its Policy and Procedures With Respect to Related Person Transactions (see “— C
ORPORATE
G
OVERNANCE
” below)
which are applicable to the Company as well as Ameren; assures that Ameren and its subsidiaries, including the Company, address relevant public affairs issues from a perspective that emphasizes the interests of its key constituents (including, as
appropriate, shareholders, employees, communities and customers); reviews and recommends to the Ameren Board shareholder proposals for inclusion in proxy materials that relate to public affairs and/or corporate social responsibility issues; reviews
semi-annually with management the performance for the immediately preceding six months regarding constituent relationships (including, as appropriate, relationships with shareholders, employees, communities and customers); performs other actions as
required by the NYSE listing standards and its Charter; and performs its committee functions for all Ameren subsidiaries, including the Company, which are registered companies pursuant to the Exchange Act. A more complete description of the duties
of the Committee is contained in the Nominating and Corporate Governance Committee’s Charter available at http://www.ameren.com/Investors.
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James C. Johnson,
Chairman
Ellen M. Fitzsimmons
Richard J.
Harshman
Gayle P.W. Jackson
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Ameren’s Nuclear Oversight and Environmental Committee
Provides Ameren Board-level oversight of the Company’s nuclear power facility
as well as long-term plans and strategies of Ameren’s nuclear power program and assists Ameren’s and the Company’s Boards in providing oversight of the policies, practices and performance relating to environmental affairs of Ameren
and its subsidiaries, including the Company. A more complete description of the duties of the Committee is contained in the Nuclear Oversight and Environmental Committee’s Charter available at http://www.ameren.com/Investors.
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Jack D. Woodard,
Chairman
Catherine S. Brune
Richard J.
Harshman
Gayle P.W. Jackson
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Ameren Committee and Function
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Chair and Members
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Meetings
in 2013
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Ameren’s Finance Committee
Oversees overall financial policies and objectives of Ameren and its subsidiaries,
including the Company, including capital project review and approval of financing plans and transactions, investment policies and rating agency objectives; reviews and makes recommendations regarding Ameren’s dividend policy; reviews and
recommends to Ameren’s Board the capital budget of Ameren and its subsidiaries, including the Company; reviews, approves and monitors all capital projects with estimated capital expenditures of between $25 million and $50 million;
recommends to Ameren’s Board and monitors all capital projects with estimated capital costs in excess of $50 million; reviews and evaluates potential mergers, acquisitions, participations in joint ventures, divestitures and other similar
transactions; approves the investment strategy and asset allocation guidelines for those pension plans sponsored by Ameren and its wholly owned subsidiaries, including the Company (“Ameren Pension Plans”); approves actions or delegates
responsibilities for the investment strategy and asset allocation guidelines for the Ameren Pension Plans; monitors actuarial assumptions and reviews the investment performance, funded status and projected contributions for the Ameren Pension Plans;
reviews and recommends to Ameren’s Board Ameren’s and its subsidiaries’, including the Company’s, debt and equity financing plans; and oversees the commodity risk assessment process, system of controls and compliance with
established risk management policies and procedures for Ameren and its subsidiaries, including the Company. A more complete description of the duties of the Committee is contained in the Finance Committee’s Charter available at
http://www.ameren.com/Investors.
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Stephen R. Wilson,
Chairman
Walter J. Galvin
Steven H. Lipstein
Patrick T. Stokes
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C
ORPORATE
G
OVERNANCE
Corporate Governance Policies, Committee Charters and Codes of Conduct
Ameren’s Board of Directors has adopted a Director Nomination Policy, a Policy Regarding Communications to the Board of Directors, a Policy and Procedures With Respect to Related Person Transactions,
each applicable to Ameren and certain of its subsidiaries, including the Company, and written charters for its Audit and Risk Committee, Human Resources Committee, Nominating and Corporate Governance Committee, Nuclear Oversight and Environmental
Committee and Finance Committee. Ameren’s Board of Directors also has adopted a code of business conduct (referred to as its Corporate Compliance Policy) applicable to all of the directors, officers and employees of Ameren and its subsidiaries,
including the Company, and a Code of Ethics for Principal Executive and Senior Financial Officers of all Ameren companies. These documents and other items relating to the governance of the Company can be found in the Investors’ section of
Ameren’s website at http://www.ameren.com. These documents are also available in print free of charge to any shareholder who requests them from the Office of the Company’s Secretary.
Ameren Human Resources Committee Governance
Ameren’s Human Resources Committee focuses on good governance practices in its operation. In 2013, this included:
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considering compensation for the Executives (as defined below) in the context of all of the components of total compensation;
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requiring several meetings to discuss important decisions;
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receiving meeting materials several days in advance of meetings;
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conducting executive sessions with Committee members only; and
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obtaining professional advice from an independent compensation consultant engaged directly by and who reports to the Committee.
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It is the Ameren Human Resources Committee’s view that its compensation consultant should be able to
render candid and expert advice independent of management’s influence. In February 2013, Ameren’s Human Resources Committee approved the continued engagement of Meridian as its independent compensation consulting firm. In its decision
to retain Meridian as its independent compensation consultant, the Committee gave careful consideration to a broad range of attributes necessary to assist the needs of the Committee in setting compensation, including:
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a track record in providing independent, objective advice;
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broad organizational knowledge;
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industry reputation and experience;
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in-depth knowledge of competitive pay levels and practices; and
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responsiveness and working relationship.
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Meridian representatives attended all of the Ameren Human Resources Committee meetings during 2013. At the Committee’s request, the consultant met separately with the Committee members outside the
presence of management at each meeting, and spoke separately with the Committee Chair and other Committee members between meetings, as necessary or desired.
During 2013, the Committee requested of Meridian the following items:
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competitive market pay and market trend analyses, which assist the Committee in targeting executive compensation at the desired level versus market;
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comparisons of short-term incentive payouts and financial performance to utility peers, which the Committee uses to evaluate prior-year short-term
incentive goals and set future short-term incentive goals;
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preparation of tally sheets, which the Committee uses to evaluate the cumulative impact of prior compensation decisions;
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review and advice on the Compensation Discussion and Analysis section included in Ameren’s proxy statement to ensure full and clear disclosure;
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advice in connection with the Committee’s risk analysis of Ameren’s and its subsidiaries’, including the Company’s compensation
policies and practices, in furtherance of the Committee’s responsibilities pursuant to its charter;
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advice with respect to legal, regulatory and/or accounting considerations impacting Ameren’s compensation and benefit programs, to ensure the
Committee is aware of external views regarding the program;
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advice in connection with preparation of the Ameren Corporation 2014 Omnibus Incentive Compensation Plan, which is subject to shareholder approval at
Ameren’s 2014 annual meeting; and
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other requests relating to executive compensation issues.
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Other than services provided to Ameren’s Human Resources Committee as set forth above
and for Ameren’s Nominating and Corporate Governance Committee as described below, Meridian did not perform any other services for Ameren or any of its subsidiaries, including the Company, in 2013.
Pursuant to its letter agreement with the Committee, if Ameren or management of Ameren proposes that Meridian perform services for Ameren
or management of Ameren other than in Meridian’s retained role as consultant to the Committee and Ameren’s Nominating and Corporate Governance Committee, any such proposal is required to be submitted to the Committee for approval before
such services begin.
In December 2012, Ameren’s Human Resources Committee established procedures for the purpose of
determining whether the work of any compensation consultant raised any conflict of interest. Pursuant to such procedures, in December 2013 the Committee considered various factors, including the six factors mandated by SEC rules, and determined that
with respect to executive compensation-related matters, no conflict of interest was raised by the work of Meridian.
Delegation of Authority
Ameren’s Human Resources Committee has delegated authority to Ameren’s Administrative Committee, comprised of
designated members of Ameren’s management, to approve changes, within specified parameters, to certain of Ameren’s and the Company’s retirement plans. It has also delegated authority to management to make pro rata equity grants in the
first year of eligibility for receipt of Performance Share Unit Awards (“PSUP Awards”) to executives below a specified level who are newly promoted into a PSUP Award eligible role or hired into a PSUP Award eligible role during the year.
Role of Executive Officers
The role of executive officers in compensation decisions for 2013 is described below under “EXECUTIVE COMPENSATION — C
OMPENSATION
D
ISCUSSION
AND
A
NALYSIS
— Role of Executive Officers.” Mr. Baxter, as Chief Executive Officer of the Company during 2013, was not involved in determining his own compensation. See “EXECUTIVE COMPENSATION —
C
OMPENSATION
D
ISCUSSION
AND
A
NALYSIS
— Timing of Compensation Decisions and Awards” below.
Human Resources Committee Interlocks and Insider Participation
The current
members of Ameren’s Human Resources Committee of the Board of Directors, Messrs. Johnson, Lipstein, Stokes and Woodard, were not at any time during 2013 or at any other time an officer or employee of Ameren or its subsidiaries, including the
Company, and no member had any relationship with Ameren or its subsidiaries, including the Company, requiring disclosure under applicable SEC rules.
No executive officer of Ameren or its subsidiaries, including the Company, has served on the board of directors or compensation committee of any other entity that has or has had one or more executive
officers who served as a member of the Board of Directors of Ameren or its subsidiaries, including the Company or the Human Resources Committee during 2013.
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Consideration of Director Nominees
Ameren’s Nominating and Corporate Governance Committee will consider director nominations from shareholders in accordance with Ameren’s Director Nomination Policy, which can be found in the
Investors’ section of Ameren’s website at http://www.ameren.com. Briefly, the Committee will consider as a candidate any director of the Company who has indicated to the Committee that he or she is willing to stand for re-election as well
as any other person who is recommended by shareholders of the Company who provide the required information and certifications within the time requirements, as set forth in the Director Nomination Policy. The Committee may also undertake its own
search process for candidates and may retain the services of professional search firms or other third parties to assist in identifying and evaluating potential nominees. The Company does not normally pay any third-party search firm a fee to identify
or evaluate or assist in identifying or evaluating potential director nominees and did not do so with regard to the nominees recommended for election in this information statement.
In considering a potential nominee for the Board, shareholders should note that in selecting candidates, Ameren’s Nominating and
Corporate Governance Committee endeavors to find individuals of high integrity who have a solid record of accomplishment in their chosen fields and who display the independence to effectively represent the best interests of all shareholders.
Candidates are selected for their ability to exercise good judgment, and to provide practical insights and diverse perspectives. Candidates also will be assessed in the context of the then-current composition of the Board, the operating requirements
of the Company and the long-term interests of all shareholders. In conducting this assessment, Ameren’s Nominating and Corporate Governance Committee will, in connection with its assessment and recommendation of candidates for director,
consider diversity (including, but not limited to, gender, race, ethnicity, age, experience and skills) and such other factors as it deems appropriate given the then-current and anticipated future needs of the Board and the Company, and to maintain
a balance of perspectives, qualifications, qualities and skills on the Board. Although the Committee may seek candidates that have different qualities and experiences at different times in order to maximize the aggregate experience, qualities and
strengths of the Board members, nominees for each election or appointment of directors will be evaluated using a substantially similar process and under no circumstances will the Committee evaluate nominees recommended by a shareholder of the
Company pursuant to a process substantially different than that used for other nominees for the same election or appointment of directors.
Ameren’s Nominating and Corporate Governance Committee considers the following qualifications at a minimum in recommending to the Board potential new Board members, or the continued service of
existing members:
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the highest professional and personal ethics;
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broad experience in business, government, education or technology;
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ability to provide insights and practical wisdom based on their experience and expertise;
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commitment to enhancing shareholder value;
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sufficient time to effectively carry out their duties; their service on other boards of public companies should be limited to a reasonable number;
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compliance with legal and regulatory requirements; and
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ability to develop a good working relationship with other Board members and contribute to the Board’s working relationship with senior management
of the Company.
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Other than the foregoing, there are no stated minimum criteria for director nominees,
although Ameren’s Nominating and Corporate Governance Committee may also consider such other factors as it may deem are in the best interests of the Company and its shareholders. In addition, because the Company is committed to maintaining its
tradition of inclusion and diversity within the Board, each assessment and selection of director candidates will be made by Ameren’s Nominating and Corporate Governance Committee in compliance with Ameren’s policy of non-discrimination
based on race, color, religion, sex, national origin, ethnicity, age, disability, veteran status, pregnancy, marital status, sexual orientation or any other reason prohibited by law. Ameren’s Nominating and Corporate Governance Committee
considers and assesses the implementation and effectiveness of its diversity policy in connection with Board nominations annually to assure that the Board contains an effective mix of individuals to best advance the Company’s long-term business
interests.
Director Independence
All nominees for director of the Company’s Board are executive officers of the Company or its affiliates and therefore, do not qualify as “independent” under the NYSE listing standards. As
previously explained, the Company has no securities listed on the NYSE and therefore, is not subject to the NYSE listing standards.
Policy
and Procedures With Respect to Related Person Transactions
Ameren’s Board of Directors has adopted the Ameren Corporation
Policy and Procedures With Respect to Related Person Transactions. The policy applies to Ameren and its subsidiaries, including the Company, which are registered companies under the Exchange Act. This written policy provides that Ameren’s
Nominating and Corporate Governance Committee will review and approve Related Person Transactions (as defined below); provided that Ameren’s Human Resources Committee will review and approve the compensation of each Company employee who is an
immediate family member of a Company director or executive officer and whose annual compensation exceeds $120,000. The Chair of Ameren’s Nominating and Corporate Governance Committee has delegated authority to act between Committee meetings.
References in this section to the Nominating and Corporate Governance Committee and the Human Resources Committee refer to Ameren’s Nominating and Corporate Governance Committee and Ameren’s Human Resources Committee, respectively.
For purposes of this policy, immediate family member means any child, stepchild, parent, stepparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the director, executive officer, nominee or more than five percent beneficial owner of the Company, and any person (other than domestic employees) sharing
the household of such director, executive officer, nominee or more than five percent beneficial owner.
The policy defines a
“Related Person Transaction” as a transaction (including any financial transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships)) in which Ameren (including the Company and any of
Ameren’s other subsidiaries) was, is or will be a participant and the amount involved exceeds $120,000 and in which any Related Person (as defined below) had, has or will have a direct
17
or indirect material interest, other than (1) competitively bid or regulated public utility services transactions; (2) transactions involving trustee type services;
(3) transactions in which the Related Person’s interest arises solely from ownership of Company equity securities and all equity security holders received the same benefit on a pro rata basis; (4) an employment relationship or
transaction involving an executive officer and any related compensation solely resulting from that employment relationship or transaction if (i) the compensation arising from the relationship or transaction is or will be reported pursuant to
the SEC’s executive and director compensation proxy statement disclosure rules, or (ii) the executive officer is not an immediate family member of another executive officer or director and such compensation would have been reported under
the SEC’s executive and director compensation proxy statement disclosure rules as compensation earned for services to the Company if the executive officer was a named executive officer as that term is defined in the SEC’s executive and
director compensation proxy statement disclosure rules, and such compensation has been or will be approved, or recommended to Ameren’s Board of Directors for approval, by the Human Resources Committee of Ameren’s Board of Directors; or
(5) compensation of or transaction with a director, if the compensation or transaction is or will be reported pursuant to the SEC’s executive and director compensation proxy statement disclosure rules.
“Related Person” is defined as (1) each director, director nominee and executive officer of the Company, (2) any
person who is known by the Company (or any subsidiary of the Company) to be five percent or greater beneficial owners, (3) immediate family members of the foregoing persons and (4) any entity in which any of the foregoing persons is a
general partner or principal or in a similar position or in which such person and all immediate family members of such person has a 10 percent or greater beneficial interest.
The Office of the Corporate Secretary of Ameren assesses whether a proposed transaction is a Related Person Transaction for purposes of the policy.
The policy recognizes that certain Related Person Transactions are in the best interests of the Company and its shareholders.
The approval procedures in the policy identify the factors the Nominating and Corporate Governance Committee will consider in evaluating
whether to approve or ratify Related Person Transactions or material amendments to pre-approved Related Person Transactions. The Nominating and Corporate Governance Committee will consider all of the relevant facts and circumstances available to the
Nominating and Corporate Governance Committee, including (if applicable) but not limited to: the benefits to the Company; the actual or apparent conflict of interest of the Related Person in the event of the Related Person Transaction, including,
but not limited to, the impact on a director’s independence; the availability and costs of other sources for comparable products or services; the terms of the transaction; the terms available to or from unrelated third parties or to employees
generally; and an analysis of the significance of the transaction to both the Company and the Related Person. The Nominating and Corporate Governance Committee will approve or ratify only those Related Person Transactions (a) that are in
compliance with applicable SEC rules and regulations, NYSE listing requirements and the Company’s policies, including but not limited to the Corporate Compliance Policy and (b) that are in, or are not inconsistent with, the best interests
of the Company and its shareholders, as the Nominating and Corporate Governance Committee determines in good faith.
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The policy provides for the pre-approval by the Nominating and Corporate Governance
Committee of certain Related Person Transactions up to one year prior to the commencement of the transaction.
During 2013,
other than employment by the Company or its affiliates, the Company had no Related Person Transactions with directors and nominees for director and no Related Person Transactions are currently proposed.
L
EGAL
AND
R
EGULATORY
M
ATTERS
In 2013, BJC HealthCare acted as an intervenor in Missouri Public Service Commission proceedings relating to the Company’s rate
regulation matters. Ameren Director Lipstein, President and Chief Executive Officer of BJC HealthCare, did not participate in Ameren’s Board and Committee deliberations relating to these proceedings.
D
IRECTOR
C
OMPENSATION
Directors who are employees or directors of Ameren or any of its subsidiaries receive no additional compensation for their services as Company directors. All nominees for director are employees of Ameren
or its subsidiaries.
O
THER
M
ATTERS
The Board of Directors does not know of any matter, other than the election of directors, which may be presented at the Annual Meeting.
SECURITY OWNERSHIP
S
ECURITIES
OF
THE
C
OMPANY
As shown in the table below, all of the outstanding shares of our Common Stock are owned by Ameren. Of the 807,595 outstanding shares of our class of Preferred Stock, no shares were owned by our
directors, nominees for director and executive officers as of January 31, 2014. To our knowledge, there are no beneficial owners of five percent or more of the outstanding shares of our class of Preferred Stock as of January 31, 2014. As
discussed under “VOTING” above, our Common Stock and Preferred Stock shareholders vote together as a single class on matters submitted to a vote at the Annual Meeting. No independent inquiry has been made to determine whether any
shareholder is the beneficial owner of shares not registered in the name of such shareholder or whether any shareholder is a member of a shareholder group.
|
|
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner
|
|
Shares of Common
Stock Owned
Beneficially at
January 31, 2014
|
|
|
Percent of
Common
Stock (%)
|
|
|
Ameren Corporation
One Ameren Plaza
1901 Chouteau Avenue
St. Louis, MO 63103
|
|
|
102,123,834
|
|
|
|
100
|
|
19
S
ECURITIES
OF
A
MEREN
The following table sets forth certain information known to the Company with respect to beneficial ownership of Ameren Common Stock as of
January 31, 2014 for (i) each director and nominee for director of the Company, (ii) each individual serving as the Company’s Chairman, President and Chief Executive Officer and the Company’s Chief Financial Officer during
2013, and the three most highly compensated executive officers of the Company (other than the individuals serving as Chairman, President and Chief Executive Officer and the Chief Financial Officer during 2013) who were serving as executive officers
at the end of 2013 and (iii) all executive officers, directors and nominees for director as a group.
|
|
|
|
|
|
|
Name
|
|
Number of Shares of
Ameren Common Stock
Beneficially Owned
(1)
|
|
Percent
Owned
(2)
|
|
Warner L. Baxter
|
|
56,766
|
|
*
|
|
Daniel F. Cole
|
|
37,331
|
|
*
|
|
Martin J. Lyons, Jr.
|
|
16,755
|
|
*
|
|
Michael L. Moehn
|
|
15,075
|
|
*
|
|
Charles D. Naslund
|
|
35,550
|
|
*
|
|
Gregory L. Nelson
|
|
13,484
|
|
*
|
|
Adam C. Heflin
(3)
|
|
17,369
|
|
*
|
|
All directors, nominees for director and executive officers as a group (7 persons)
|
|
192,330
|
|
*
|
|
(1)
|
This column lists voting securities. None of the named individuals held shares issuable within 60 days upon the exercise of Ameren stock options. Reported shares
include those for which a director, nominee for director or executive officer has voting or investment power because of joint or fiduciary ownership of the shares or a relationship with the record owner, most commonly a spouse, even if such
director, nominee for director or executive officer does not claim beneficial ownership.
|
|
(2)
|
For each individual and group included in the table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group as
described above by the sum of the 242,634,671 shares of Ameren Common Stock outstanding on January 31, 2014 and the number of shares of Ameren Common Stock that such person or group had the right to acquire on or within 60 days of
January 31, 2014.
|
|
(3)
|
Mr. Heflin ceased being an employee and director of the Company as of January 22, 2014.
|
Since 2003, Ameren has had a policy which prohibits directors and executive officers from engaging in pledges of Ameren securities or
short sales, margin accounts and hedging or derivative transactions with respect to Ameren securities. In December 2012, Ameren’s Board of Directors approved an anti-hedging amendment to the Ameren Corporate Compliance Policy effective
January 1, 2013. The Ameren Corporate Compliance Policy provides that directors and employees of Ameren and its subsidiaries, including the Company, may not enter into any transaction which hedges (or offsets) any decrease in value of Ameren
equity securities that are (1) granted by Ameren to the director or employee as part of compensation or (2) held, directly or indirectly, by the director or employee.
The address of all persons listed above is c/o Union Electric Company, 1901 Chouteau Avenue, St. Louis, Missouri 63103.
20
S
TOCK
O
WNERSHIP
R
EQUIREMENT
FOR
M
EMBERS
OF
THE
A
MEREN
L
EADERSHIP
T
EAM
The stock ownership requirements applicable to members of the Ameren Leadership Team, which includes the Executives and certain other employees of Ameren and Ameren’s subsidiaries, are described
below under “EXECUTIVE COMPENSATION — C
OMPENSATION
D
ISCUSSION
AND
A
NALYSIS
— Common Stock Ownership Requirement.”
S
ECTION
16(a) B
ENEFICIAL
O
WNERSHIP
R
EPORTING
C
OMPLIANCE
Section 16(a) of the Exchange Act requires the Company’s directors and executive officers
and persons who own more than 10 percent of the Company’s Common Stock to file reports of their ownership in the Company’s Preferred Stock, and, in some cases, of its ultimate parent’s Common Stock, and of changes in that
ownership with the SEC. SEC regulations also require the Company to identify in this information statement any person subject to this requirement who failed to file any such report on a timely basis. To our knowledge, based solely on a review of the
filed reports and written representations that no other reports are required, each of the Company’s directors and executive officers complied with all such filing requirements during 2013.
21
EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary set forth in any of the Company’s filings under the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended, that might incorporate other filings with the SEC, including this information statement, in whole or in part, the following Ameren Human Resources Committee Report shall not be deemed to be
incorporated by reference into any such filings.
H
UMAN
R
ESOURCES
C
OMMITTEE
R
EPORT
The Human Resources Committee of Ameren Corporation’s Board of Directors
(the “Committee”) discharges the Board’s responsibilities relating to compensation of the Company’s executive officers. The Committee approves and evaluates all compensation of executive officers, including salaries, bonuses and
compensation plans, policies and programs of the Company.
The Committee also fulfills its duties with respect to the
Compensation Discussion and Analysis and Human Resources Committee Report portions of the information statement, as described in the Committee’s Charter.
The Compensation Discussion and Analysis has been prepared by management of the Company and its affiliates. The Company is responsible for the Compensation Discussion and Analysis and for the disclosure
controls relating to executive compensation.
The Committee met with management of the Company and its affiliates and the
Committee’s independent consultant to review and discuss the Compensation Discussion and Analysis. Based on the foregoing review and discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis
be included in this information statement, and the Board approved that recommendation.
Ameren Human Resources Committee:
Patrick T. Stokes, Chairman
James C. Johnson
Steven H. Lipstein
Jack D. Woodard
C
OMPENSATION
D
ISCUSSION
AND
A
NALYSIS
2013 In Brief
During 2013, Ameren’s pay-for-performance program led to the following actual 2013 compensation being earned:
|
|
•
|
|
2013 annual incentive base awards based on EPS and safety were earned at 97.3 percent of target; this payout reflected strong operational
performance by Ameren and its subsidiaries in 2013 that was attributed, in part, to the divestiture of Ameren’s merchant generation business, regulated utility rate relief, record electric distribution system reliability and successful
implementation of the Company’s most extensive energy efficiency plan; and
|
|
|
•
|
|
100 percent of the target three-year long-term incentive awards made in 2011 were earned (plus accrued dividends of approximately 15.7 percent) based
on Ameren’s total shareholder return relative to the defined utility peer group over
|
22
|
|
the three-year measurement period (2011-2013). At the December 31, 2013 vesting date, the PSUs (as defined below) were worth $36.16 per share rather than the $28.19 value at which they were
granted; as a result, the actual earned amounts equaled 148 percent of the original target awards.
|
This
performance and payout represented considerable improvement in Ameren’s total shareholder return over prior years. The five prior grants made under this PSU program (in 2006-2010) had each paid out at the minimum level due to total shareholder
return in those prior periods that fell below the 30th percentile of peer utilities.
In addition, Executives are required to
own Ameren’s Common Stock through stock ownership requirements (see “— Common Stock Ownership Requirement” below). The value of those shares rose and fell in the same way and with the same impact that share value rose and fell
for other shareholders.
In the remainder of this Compensation Discussion and Analysis (or “CD&A”), references
to “the Committee” are to the Human Resources Committee of the Board of Directors of Ameren and references to Ameren are to Ameren Corporation and its subsidiaries, including the Company. We use the term “Executives” to refer to
the employees listed in the following table and the Summary Compensation Table on page 38.
Executives
|
|
|
|
|
Name
|
|
Title
|
|
Warner L. Baxter
|
|
President, Ameren; Chairman, President and Chief Executive Officer, Ameren Missouri
(1)
|
|
Martin J. Lyons, Jr.
|
|
Executive Vice President and Chief Financial Officer, Ameren
|
|
Charles D. Naslund
|
|
Executive Vice President, Ameren Services and Ameren Missouri
|
|
Gregory L. Nelson
|
|
Senior Vice President, General Counsel and Secretary, Ameren Missouri and Ameren
|
|
Adam C. Heflin
|
|
Former Senior Vice President and Chief Nuclear Officer, Ameren Missouri
(2)
|
|
(1)
|
Mr. Baxter will resign from his position as Chairman and member of the Board, and President and Chief Executive Officer of the Company, effective as of
March 31, 2014.
|
|
(2)
|
Mr. Heflin ceased being an employee and director of the Company as of January 22, 2014.
|
Guiding Objectives
The
compensation paid to the Executives discussed in this information statement is for services rendered in all capacities to Ameren and its subsidiaries, including the Company. Ameren’s objective for compensation of the Executives is to provide a
competitive total compensation program that is based on the size-adjusted median of the range of compensation paid by similar utility industry companies, adjusted for Ameren’s short- and long-term performance and the individual’s
performance. The adjustment for Ameren’s performance aligns the long-term interests of management with that of Ameren’s shareholders to maximize shareholder value.
Overview of Executive Compensation Program Components
To accomplish this
objective in 2013, Ameren’s compensation program for the Executives consisted of several compensation elements, each of which is discussed in more
23
detail below. At Ameren, decisions with respect to one element of pay tend not to impact other elements of pay. The following are the material elements of Ameren’s compensation program for
the Executives:
|
|
•
|
|
long-term incentives, specifically Ameren’s Performance Share Unit Program;
|
|
|
•
|
|
limited perquisites; and
|
|
|
•
|
|
“double-trigger” change of control protection.
|
Ameren’s Common Stock ownership requirements applicable to the Executives are discussed in this CD&A.
Ameren also provides various welfare benefits to the Executives on substantially the same basis as it provides to all salaried employees. Ameren provides limited perquisites and personal benefits to the
Executives.
Each element is reviewed individually and considered collectively with other elements of Ameren’s
compensation program to ensure that it is consistent with the goals and objectives of that particular element of compensation as well as Ameren’s overall compensation program.
Market Data and Peer Group
In October 2012, for use in 2013, the Committee’s
independent consultant collected and analyzed comprehensive market data, including base salary, target short-term incentives (non-equity incentive plan compensation) and long-term incentive opportunities. The market data was obtained from a
proprietary database maintained by Aon Hewitt.
The elements of pay were benchmarked both individually and in total to the
same comparator group.
To develop market figures, compensation opportunities for the Executives were compared to the
compensation opportunities for comparable positions at companies similar to Ameren, defined as regulated utility industry companies in a revenue size range approximately one-half to double Ameren’s size. The consultant used statistical
techniques to adjust the market data to be appropriate for Ameren’s revenue size.
Ameren provides compensation
opportunities at the size-adjusted median of the above-described market data, and designs its incentive plans to pay significantly more or less than the target amount when performance is above or below target performance levels, respectively. Thus,
Ameren’s plans are designed to result in payouts that are market-appropriate given its performance for that year or period.
24
The companies identified as the peer group used to develop 2013 compensation opportunities
from the above-described data are listed below. The list is subject to change each year depending on mergers and acquisitions activity, the availability of the companies’ data through Aon Hewitt’s database and the continued appropriateness
of the companies in terms of size and industry in relationship to Ameren.
|
|
|
|
|
|
|
|
|
|
|
AGL Resources
|
|
Duke Energy
|
|
PPL Corporation
|
|
Alliant Energy Corporation
|
|
Edison International
|
|
PSEG, Inc.
|
|
American Electric Power Co.
|
|
FirstEnergy Corp.
|
|
SCANA Corporation
|
|
CenterPoint Energy
|
|
GenOn Energy
|
|
Sempra Energy
|
|
CMS Energy
|
|
Integrys Energy Group, Inc.
|
|
Southern Company
|
|
Constellation Energy
|
|
NiSource Inc.
|
|
WGL Holdings
|
|
Dominion Resources, Inc.
|
|
OGE Energy
|
|
Xcel Energy, Inc.
|
|
DTE Energy Company
|
|
PG&E Corporation
|
|
|
Mix of Pay
Ameren believes that both cash compensation and noncash compensation are appropriate elements of a total rewards program. Cash compensation is current compensation (i.e., base salary and annual incentive
awards), while noncash compensation is generally long-term compensation (i.e., equity-based incentive compensation).
A
significant percentage of total compensation is allocated to short-term and long-term incentives as a result of the philosophy mentioned above. During 2013, there was no pre-established policy or target for the allocation between either cash and
noncash or short-term and long-term compensation. Rather, the Committee reviewed the market data provided by its consultant to determine the appropriate level and mix of incentive compensation. The allocation between current and long-term
compensation was based primarily on competitive market practices relative to base salaries, annual incentive awards and long-term incentive award values. By following this process, the impact to Executive compensation was to increase the proportion
of pay that is at risk as an individual’s responsibility within the Company increases, and to create long-term incentive opportunities that exceed short-term opportunities for Executives.
2013 F
IXED
VERSUS
P
ERFORMANCE
-B
ASED
C
OMPENSATION
The following table shows the allocation of each Executive’s base salary and short-term and long-term incentive compensation
opportunities between fixed and performance-based compensation (at the target levels).
|
|
|
|
|
|
|
Name
|
|
Fixed
Compensation
|
|
Performance-Based
Compensation
|
|
Baxter
|
|
29%
|
|
71%
|
|
Lyons
|
|
29%
|
|
71%
|
|
Naslund
|
|
32%
|
|
68%
|
|
Nelson
|
|
31%
|
|
69%
|
|
Heflin
|
|
32%
|
|
68%
|
25
2013 S
HORT
-T
ERM
VERSUS
L
ONG
-T
ERM
I
NCENTIVE
C
OMPENSATION
The following table shows the
allocation between each Executive’s target short-term and long-term incentive compensation opportunities (each at the target level) as a percentage of each Executive’s base salary. Such award opportunities were determined primarily
considering the market data mentioned above, and secondarily considering internal pay equity, i.e., the relationship of target award opportunities of the Executives with those of other officers at the same level at Ameren.
|
|
|
|
|
|
|
Name
|
|
Short-Term
Incentive
Opportunity
|
|
Long-Term
Incentive
Opportunity
|
|
Baxter
|
|
70%
|
|
175%
|
|
Lyons
|
|
70%
|
|
175%
|
|
Naslund
|
|
60%
|
|
150%
|
|
Nelson
|
|
65%
|
|
160%
|
|
Heflin
|
|
65%
|
|
150%
|
Base Salary
Base salary is designed to reward competence and sustained performance in the executive role. Ameren chooses base salary as a standard pay element. Ameren’s base salary program is designed to provide
the Executives with market competitive salaries based upon role, experience, competence and performance.
Ameren determines
the amount for base salary by referencing the market data discussed above. Based on this data and the scope of each Executive’s role, a base salary range was established for each position at +/- 20 percent of the established market rate
for the position. The base salary of each Executive is typically managed within this pay range.
Mr. Thomas R. Voss
(Chairman and Chief Executive Officer of Ameren) recommended a 2013 base salary increase for each of the Executives considering their then-current salary in relation to the market median, experience and sustained individual performance and results.
These recommendations, which took into account the market data provided by the Committee’s compensation consultant, were presented to the Committee for discussion and approval at the December 2012 Committee meeting. Increases were approved
based on the market data and base salary range, as well as internal pay equity, experience, individual performance and the need to retain an experienced team. Performance takes into account competence, initiative and contribution to achievement of
our goals and leadership.
Effective as of April 1, 2014, Mr. Moehn’s base salary will be increased from $377,000 to
$485,000 in recognition of his appointment as President and Chief Executive Officer of the Company.
Short-Term Incentive Compensation:
Executive Incentive Plan
2013 Ameren Executive Incentive Plan
Ameren’s short-term incentive compensation program element is entitled the Ameren Executive Incentive Plan (“EIP”). The EIP
is designed to reward the achievement of Ameren earnings per share (“EPS”) targets, safety lost workdays away (“LWA”) performance and individual performance. Ameren chooses to pay it to encourage higher annual corporate and
individual performance.
26
How the EIP Works
For 2013, the EIP (the “2013 EIP”) was comprised of the following components in rewarding Executives for annual achievement:
|
|
•
|
|
Ameren EPS targets, weighted at 90%;
|
|
|
•
|
|
Safety LWA performance, weighted at 10%; and
|
|
|
•
|
|
an individual performance modifier.
|
2013 EPS and Safety Goals and Weightings
The Committee established three levels of Ameren EPS and safety LWA achievement under the 2013 EIP. Payouts for Ameren EPS and safety LWA
results falling between the established levels were interpolated. The three levels are defined as follows:
|
|
•
|
|
Threshold: the minimum level of Ameren EPS and safety LWA achievement necessary for short-term incentive payment to Executives. The 2013 Ameren EPS
Threshold was set at 90% of Target. The 2013 LWAs Threshold reflects 20% more LWAs than Target.
|
|
|
•
|
|
Target: the targeted level of Ameren EPS and safety LWA achievement. The 2013 Ameren EPS Target was tied to the 2013 budget approved by the Board of
Directors. The 2013 LWA Target was one less than Ameren’s best performance ever in that metric (i.e., represents a level never before achieved by Ameren).
|
|
|
•
|
|
Maximum: the maximum level of Ameren EPS and safety LWA achievement established to award Executives with short-term incentive payment. The 2013 Ameren
EPS Maximum was set at 110% of Target. The 2013 LWAs Maximum represents 20% fewer LWAs than Target (i.e., 20% fewer LWAs than ever before experienced).
|
27
The ranges of Ameren EPS and safety LWA achievement levels for the 2013 EIP, as established
by the Committee in February 2013, are shown below. Ameren EPS was calculated in accordance with generally accepted accounting principles and could be adjusted to include or exclude specified items of an unusual or non-recurring nature as determined
by the Committee in its sole discretion and as permitted by the 2006 Omnibus Incentive Compensation Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
Level of Performance
|
|
Ameren EPS
|
|
|
Safety LWA
|
|
|
Payout as a
Percent of Target
|
|
Maximum
|
|
|
$2.30
|
|
|
|
18
|
|
|
150%
|
|
Target
|
|
|
$2.09
|
|
|
|
23
|
|
|
100%
|
|
Threshold
|
|
|
$1.88
|
|
|
|
28
|
|
|
50%
|
|
Below threshold
|
|
|
Less than $1.88
|
|
|
|
More than 28
|
|
|
0%
|
Individual Performance Modifier
The 2013 EIP base award for each Executive was subject to upward or downward adjustment for individual performance on key performance
variables. These included but were not limited to leadership, business results, customer satisfaction, reliability, plant availability and/or other performance metrics, as applicable and as determined by the Committee.
Historically, the Individual Performance Modifier has been used to differentiate performance that is considerably above or below that
expected. Such differentiations do not lend themselves to formulas and are applied at the Committee’s discretion.
Individual Performance Modifier reductions could be up to -50 percent, with the ability to pay zero for poor or non-performance.
Increases could be up to +50 percent, with a potential maximum total award at 200 percent of each Executive’s target opportunity. With respect to each Executive, adjustments to the base award are in all cases subject to the maximum permitted
amount pre-established by the Committee (See “— Section 162(m) of the IRC” below).
2013 Performance
Base Award, Earned through Ameren EPS and Safety LWA Achievement
At the February 2014 Committee meeting, the forecasted 2013 EIP Ameren EPS and actual safety LWA achievement levels and recommended EIP
payouts for the Executives (other than Mr. Voss) were presented by Mr. Voss to the Committee for review. Consistent with its actions in prior years and as permitted under the terms of the relevant underlying plans, the Committee determined
that it was appropriate to adjust 2013 EPS for (1) the results of Ameren’s Merchant Generation business which was divested in December 2013, and (2) net unrealized mark-to-market adjustments due principally to volatile equity markets.
28
This resulted in an aggregate adjustment to Ameren EPS, initially at $1.19, of plus $0.92
and an adjusted payout for the EPS metric of 104.8% of target. Actual safety LWA was 27 and the safety LWA payout was reduced by one-half at the discretion of the Committee to 30% of target. Once the EPS and LWA metrics were weighted and combined,
the resulting payout was 97.3% of target. The resulting Ameren EPS and safety LWA for the 2013 EIP, as approved by the Committee in February 2014, are shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Metric
|
|
%
Weight
|
|
|
Threshold
Performance
(50% Payout
as a % of
Target)
|
|
|
Target
Performance
(100% Payout
as a % of
Target)
|
|
|
Maximum
Performance
(150% Payout
as a % of
Target)
|
|
|
Payout for
Each Metric
|
|
|
Weighted:
Base Award
% of Target
|
|
|
Ameren EPS
|
|
|
90
|
%
|
|
$
|
1.88
|
|
|
$
|
2.09
|
|
|
$
|
2.30
|
|
|
|
104.8
|
%
|
|
|
94.3
|
%
|
|
Ameren LWA
|
|
|
10
|
%
|
|
|
28
|
|
|
|
23
|
|
|
|
18
|
|
|
|
30
|
%
|
|
|
3.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
97.3
|
%
|
Earned through Individual Performance Modifier
As discussed above, the 2013 EIP base awards were subject to upward or downward adjustment by up to 50 percent based upon an
Executive’s individual contributions and performance during the year. For 2013, the Committee, after consultation with Mr. Voss, modified the 2013 EIP base awards for Messrs. Lyons, Naslund and Nelson in a range from plus 15 to 40 percent
of the 2013 base award as a result of their performance on the variables described above and/or the successful execution of the Ameren Energy Resources Company, LLC divestiture, which is expected to reduce Ameren’s business risk, improve the
predictability of future earnings and cash flows and strengthen Ameren’s credit profile.
Resulting 2013 EIP Payouts
Actual 2013 EIP payouts are shown below as a percent of target. Payouts were made in February 2014 and are set forth under
column (g) entitled Non-Equity Incentive Plan Compensation in the Summary Compensation Table.
|
|
|
|
|
|
|
Name
|
|
Final Payout as
Percent of Target
|
|
|
Baxter
|
|
|
97.3
|
%
|
|
Lyons
|
|
|
136.2
|
%
|
|
Naslund
|
|
|
111.9
|
%
|
|
Nelson
|
|
|
136.2
|
%
|
|
Heflin
(1)
|
|
|
0
|
%
|
|
(1)
|
Mr. Heflin’s employment with the Company ceased effective as of January 22, 2014 and, accordingly, Mr. Heflin was not eligible to receive a payment
in respect of the 2013 EIP.
|
Section 162(m) of the IRC
In order to help ensure that amounts intended to be deductible for tax purposes satisfy the requirement for tax deduction, the Committee
set a limitation on 2013 short-term incentive payouts for each Executive, other than Mr. Nelson, of 0.5 percent of our 2013 net income. The Committee then used negative discretion as provided under Section 162(m) of the Internal
Revenue Code of 1986, as amended (the “IRC”), to arrive at actual, lower 2013 payouts based on our performance for the year, which are shown in column (g) of the Summary Compensation Table. By setting the limitation on payouts, the
Committee intended such payouts to meet the definition of qualified performance-based compensation under Section 162(m) of the IRC and be eligible for tax deduction.
29
Change for 2014 Grant to Mr. Moehn
Effective as of April 1, 2014, Mr. Moehn’s short-term incentive target opportunity (as a percentage of base salary) under the 2014
Executive Incentive Plan (the “2014 EIP”) will be increased from 50% to 65%. The payout under Mr. Moehn’s 2014 EIP will be prorated such that, from January 1, 2014 to March 31, 2014, such payout will be calculated based on his
existing base salary and target opportunity, and from April 1, 2014 to December 31, 2014, such payout will be calculated based on his increased base salary and target opportunity.
Long-Term Incentives: Performance Share Unit Program (“PSUP”)
In
General
Ameren began granting performance share units annually in 2006.
A performance share unit (“PSU” or “share unit”) is the right to receive a share of Ameren Common Stock if certain
long-term performance criteria are achieved and the Executive remains, or retires as, an Ameren employee.
Role of the PSUP
The 2013 PSU grants, which are governed by the Ameren shareholder-approved 2006 Omnibus Incentive Compensation Plan, were
designed to serve the following role in the compensation program:
|
|
•
|
|
provide compensation dependent on Ameren’s three-year total shareholder return (“TSR”) (calculated as described below under “—
2013 Grants”) versus utility industry peers, as identified below;
|
|
|
•
|
|
provide some payout (below target) if three-year TSR is below the 30th percentile but the three-year average Ameren EPS reaches or exceeds the
average of the EIP EPS threshold levels in 2013, 2014 and 2015;
|
|
|
•
|
|
accrue dividends during the performance period on shares ultimately earned in order to further align executives’ interests with those of
shareholders;
|
|
|
•
|
|
promote retention of executives during a three-year performance period; and
|
|
|
•
|
|
share Ameren Common Stock price increases and decreases over a three-year period.
|
PSUP Design
Ameren chooses to award PSUP grants to accomplish the following:
|
|
•
|
|
align executives’ interests with shareholder interests:
awards are denominated in Ameren Common Stock units and paid out in Ameren Common
Stock. Payouts are dependent on Ameren’s Common Stock performance, and are limited to target if TSR is negative;
|
|
|
•
|
|
be competitive with market practice:
the majority of regulated utility companies use plans similar to this program, and with this performance
measure;
|
|
|
•
|
|
promote Ameren Common Stock ownership:
payout of earned awards is made 100 percent in Ameren Common Stock, with dividends on Ameren Common
Stock, as declared and paid, reinvested into additional share units throughout the performance period;
|
30
|
|
•
|
|
allow executives to share in the returns created for shareholders:
returns for shareholders include dividends as declared and paid and this is
reflected in the plan performance measure and rewards; and
|
|
|
•
|
|
be retentive:
annual competitive grants with a three-year performance period provide incentive for executives to stay with Ameren and manage
Ameren in the long-term interests of Ameren and its shareholders.
|
Accounting treatment was taken into
account in designing the PSUP. PSUs are also intended to be eligible for the “qualified performance-based compensation” exception from the $1 million limit on deductibility of executive compensation imposed by Section 162(m) of
the IRC.
2013 Grants
For 2013, a target number of PSUs was granted to each Executive pursuant to the 2006 Omnibus Incentive Compensation Plan as reflected in column (g) of the Grants of Plan-Based Awards Table.
Grant sizes were calculated primarily considering the market data mentioned above, and secondarily considering internal pay
equity, in other words, the relative differences in grant sizes of the Executives and other officers at the same level in the Company. The specific number of PSUs granted to each Executive was equal to the target award for such Executive determined
by the Committee, based upon a specified percentage of such Executive’s base salary and expressed as a dollar amount, and divided by the average closing price of Ameren’s Common Stock for each trading day in December 2012.
The actual number of 2013 PSUs earned will vary from 0 percent to 200 percent of the target number of PSUs granted to each
Executive, based primarily on Ameren’s 2013-2015 TSR relative to a utility industry peer group and contingent on continued employment during the same period. The threshold and maximum amounts of 2013 PSU awards are reflected in columns
(f) and (h) of the Grants of Plan-Based Awards Table. The Executives cannot vote share unit awards granted under the PSUP or transfer them until they are paid out. In addition, as described below under “PSUP Performance/Payout
Relationship,” if TSR for the performance period is below the 30th percentile, in order to receive a 30 percent payout, the average annual Ameren EPS for such three-year period must be greater than or equal to the average of the Ameren EPS
thresholds under each EIP during such period.
31
The following graphic illustrates how the 2013 PSUP works. The 2013 PSUP performance measure
is TSR, calculated generally as change in stock price plus dividends paid, divided by beginning stock price.
PSUP Peer Group
The analysis to determine the 2013 PSUP peer group was made as of December 2012 using the criteria below measured as of November 30, 2012 unless otherwise noted.
|
|
•
|
|
Classified as a “NYSE Investor Owned Utility,” excluding companies classified as only “Transmission and Distribution” or only gas.
|
|
|
•
|
|
Market capitalization greater than $2 billion (as of September 30, 2012).
|
|
|
•
|
|
Minimum S&P credit rating of BBB- (investment grade).
|
|
|
•
|
|
Dividends flat or growing over the last twelve-month period (as of September 30, 2012).
|
|
|
•
|
|
Beta (a measure of a stock’s volatility in comparison to the market as a whole) within 0.25 of Ameren’s Beta over the last five years.
|
|
|
•
|
|
Not an announced acquisition target.
|
|
|
•
|
|
Not undergoing a major restructuring including, but not limited to, a major spin-off or sale of a significant asset.
|
The Committee retains discretion to make exceptions for inclusion or exclusion of companies in the PSUP peer group, based upon the
criteria established above, in order to ensure the most appropriate and relevant comparator peer group. The 21 companies included in the 2013 PSUP peer group are listed below and are identical to the 2012–2014 PSUP peer group. These peer group
companies are not entirely the same as the peer companies used for market pay comparisons, however, because inclusion in this group was not dependent on a company’s size relative to Ameren or its participation in an executive pay database. In
order
32
to be counted in the final calculations, a company must still be in existence and have a ticker symbol at the end of the performance period.
|
|
|
|
|
|
|
|
|
|
|
Alliant Energy Corporation
|
|
Edison International
|
|
PPL Corporation
|
|
American Electric Power Co.
|
|
FirstEnergy Corp.
|
|
PSEG, Inc.
|
|
Cleco Corporation
|
|
Great Plains Energy Inc.
|
|
SCANA Corporation
|
|
CMS Energy
|
|
Integrys Energy Group, Inc.
|
|
Southern Company
|
|
Dominion Resources, Inc.
|
|
NextEra Energy, Inc.
|
|
Westar Energy, Inc.
|
|
DTE Energy Company
|
|
OGE Energy
|
|
Wisconsin Energy
|
|
Duke Energy
|
|
Pinnacle West Capital Corporation
|
|
Xcel Energy, Inc.
|
Change for 2014 Grants
Due to the divestiture of Ameren Energy Resources Company, LLC during 2013, the criteria for determining the PSUP peer group for grants made January 1, 2014 was modified to exclude companies with
significant (>10%) unregulated business but otherwise to include companies classified as “Transmission and Distribution.” The Beta requirement was also eliminated, since it is backward-looking and thus less relevant given our strategic
re-direction.
Mr. Moehn’s long-term incentive target opportunity (as a percentage of his increased base salary) under
his existing 2014 PSU award will be increased from 115% to 155%. To effect this increase on a prorated basis, on April 1, 2014, Mr. Moehn will receive an additional PSU award with a grant date fair value of $238,700 and a performance period
beginning on January 1, 2014 and ending on December 31, 2016.
PSUP Performance/Payout Relationship
Once Ameren’s 2013-2015 TSR is calculated and compared to peers, the scale below determines the percent of a target PSU award that is
paid. Payout for performance between points is interpolated on a straight-line basis.
|
|
|
|
|
|
|
|
|
TSR Performance
|
|
Payout (% of Share
Units
Granted)
|
|
|
|
|
|
90th percentile +
|
|
200%
)
|
|
|
|
If TSR is negative over the three-year
period, the plan is capped at 100% of
target regardless of performance vs. peers
|
|
70th percentile
|
|
150%
)
|
|
ï
|
|
|
50th percentile
|
|
100%
)
|
|
|
|
|
30th percentile
|
|
50%
|
|
|
|
|
|
Less than 30
th
percentile but three-year average Ameren EPS reaches or exceeds the average of the EIP threshold levels in 2013, 2014 and 2015
|
|
30%
|
|
|
|
|
|
Less than 30
th
percentile and three-year average Ameren EPS does not reach the average of the EIP threshold levels in 2013, 2014
and 2015
|
|
0% (No payout)
|
|
|
|
|
In order to maximize the tax deductibility of their amounts, the Committee set a limitation on payouts of
2013 PSUP for each Executive of 1.20 percent of Ameren’s cumulative 2013, 2014 and 2015 net income, as adjusted for specified items. The Committee may use negative discretion as provided under Section 162(m) of the IRC to arrive at actual
33
lower payouts based on Ameren’s performance for the period. By setting the limitation on payouts, the Committee intended for such payouts to meet the definition of “qualified
performance-based compensation” under Section 162(m) of the IRC and be eligible for tax deduction.
2011 PSU Awards
Vesting
The PSUP performance period for the 2011 grants ended December 31, 2013. Ameren’s
2011-2013 TSR performance was determined to be at the 50
th
percentile of Ameren’s 2011 PSUP peer group. The following table shows the 2011 PSU awards, their original value at grant, the number earned (which equals the target number plus accrued dividends times 100 percent), and their value at the
vesting date (December 31, 2013). The resulting earned amounts were 148 percent of the original target value of the awards, which reflects both TSR performance against peers and the actual TSR generated during the 3-year period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Target 2011 PSU
Awards
|
|
Target
Value at
Stock Price
on Date of
Grant
(1)
|
|
|
2011 PSU
Awards
Earned
(2)
|
|
Value
at
Year-End
Stock Price
(3)
|
|
Earned Value as
Percent of
Original Target
Value
(3)
|
|
Baxter
|
|
36,249
|
|
$
|
1,021,859
|
|
|
41,958
|
|
$1,517,201
|
|
148%
|
|
Lyons
|
|
29,798
|
|
$
|
840,006
|
|
|
34,491
|
|
$1,247,195
|
|
148%
|
|
Naslund
|
|
23,013
|
|
$
|
648,736
|
|
|
26,637
|
|
$ 963,194
|
|
148%
|
|
Nelson
|
|
9,899
|
|
$
|
279,053
|
|
|
11,458
|
|
$ 414,321
|
|
148%
|
|
Heflin
|
|
21,065
|
|
$
|
593,822
|
|
|
24,382
|
|
$ 881,653
|
|
148%
|
|
(1)
|
Valuations are based on the closing price of $28.19 per share of Ameren’s Common Stock on the NYSE on January 1, 2011, the date the 2011 PSU awards were
granted.
|
|
(2)
|
The number of 2011 PSU awards vested includes dividend equivalents which accrued and were reinvested throughout the three-year performance period. See the Option
Exercises and Stock Vested Table below for additional details regarding PSUs vested in 2013.
|
|
(3)
|
Valuations are based on the closing price of $36.16 per share of Ameren’s Common Stock on the NYSE on December 31, 2013, the date the 2011 PSU awards vested.
|
2012 and 2013 PSU Awards
The PSUP performance periods for the 2012 and 2013 grants will not end until December 31, 2014 and December 31, 2015, respectively. The figures in column (e) of the Summary Compensation
Table of this information statement for the years 2012 and 2013 represent the aggregate grant date fair values for the PSUP performance grants, computed as described in footnote (3) to the Summary Compensation Table. There is no guarantee that
such amounts will ultimately be earned by participants.
Perquisites
Ameren provides limited perquisites to provide competitive value and promote retention of the Executives and others.
Retirement Benefits
The objective of retirement benefits is to provide
post-employment security to employees of Ameren and its subsidiaries, including the Company. Such benefits are
34
designed to reward continued service. Ameren chooses to provide these benefits as an essential part of a total compensation package to remain competitive with those packages offered by other
companies, particularly utilities.
There are three primary retirement benefit programs applicable to the Executives:
|
|
•
|
|
employee benefit plans that are available to all employees of Ameren and its subsidiaries, including 401(k) savings and tax-qualified retirement plans;
|
|
|
•
|
|
Supplemental Retirement Plans (together, the “SRP”) that provide the Executives a benefit equal to the difference between the benefit that
would have been paid if IRC limitations were not in effect and the reduced benefit payable as a result of such IRC limitations; and
|
|
|
•
|
|
a deferred compensation plan that provides the opportunity to defer part of base salary and all or a portion of non-equity incentive compensation as
well as earnings thereon to future years taxability. Beginning with plan years commencing on and after January 1, 2010, this includes deferrals of cash compensation above IRC limitations, together with Ameren matching credits on these
deferrals.
|
A more detailed explanation of retirement benefits applicable to the Executives is provided in
this information statement under the captions “— P
ENSION
B
ENEFITS
” and “— N
ONQUALIFIED
D
EFERRED
C
OMPENSATION
” below.
Severance
All salaried
full-time employees, including our Executives, participate in the Ameren Corporation Severance Plan for Ameren Employees, which provides for severance based on years of service and weeks of pay in the event of a qualifying termination. The plan
provides market-level payments in the event of an involuntary termination.
Change of Control
Ameren’s Second Amended and Restated Change of Control Severance Plan, as amended, is designed to reward Executives for remaining
employed with us when their prospects for continued employment following a transaction may be uncertain. The objectives of this plan are to maintain a stable executive team during the process and to assist us in attracting highly qualified
executives into the Company.
Change of Control protections provide severance pay and, in some situations, vesting or payment
of long-term incentive awards, upon a Change of Control of Ameren. The arrangements provide market-level payments in the event of an involuntary termination not for “Cause” or a voluntary termination for “Good Reason.”
Definitions of “Change of Control,” “Cause” and “Good Reason,” as well as more complete descriptions of Change of Control protections, are found below under the caption “— O
THER
P
OTENTIAL
P
OST
-E
MPLOYMENT
P
AYMENTS
— Change of Control — In General —
Change of Control Severance Plan
.”
The applicable triggers are structured so that payment and vesting occur only upon the occurrence of both a change of control and a
qualifying termination of employment.
Ameren considers it likely that it will take more time for higher-level employees to
find new employment than for other employees, and therefore senior management, including the Executives, generally are paid severance upon a termination for a longer period following
35
a Change of Control. The Committee considered this as well as the factors described in the preceding paragraph in structuring the cash payments described under “— O
THER
P
OTENTIAL
P
OST
-E
MPLOYMENT
P
AYMENTS
— Change of Control” below, which an Executive would receive if terminated within two years following a Change of Control.
Common Stock Ownership Requirement
Ameren has a stock ownership requirement for the Ameren Leadership Team (which includes the Executives) in accordance with the positions listed below, that fosters long-term Ameren Common Stock ownership
and aligns the interests of the Executives and shareholders. The stock ownership requirement applicable to the Executives is included in Ameren’s Corporate Governance Guidelines. The requirement provides that each Executive is required to own
shares of Ameren’s Common Stock valued as a percentage of base salary as follows:
|
|
•
|
|
President and Chief Executive Officer of each Ameren business segment: 2 times base salary; and
|
|
|
•
|
|
Other members of the Ameren Leadership Team: 1 times base salary.
|
If at any time a member of the Ameren Leadership Team does not satisfy the applicable stock ownership requirement, such member must
retain at least 75 percent of the after-tax shares acquired pursuant to awards granted under Ameren’s equity compensation programs until such applicable stock ownership requirement is satisfied.
Ameren Anti-Pledging and Anti-Hedging Policy
Ameren’s Section 16 Trading Reporting Program prohibits executive officers and directors from engaging in pledges of Ameren securities or short sales, margin accounts and hedging or derivative
transactions with respect to Ameren securities. In addition, Ameren’s Corporate Compliance Policy prohibits Company directors and employees from entering any transaction which hedges (or offsets) any decrease in the value of Ameren equity
securities, as discussed under “SECURITY OWNERSHIP — S
ECURITY
O
WNERSHIP
OF
D
IRECTORS
AND
M
ANAGEMENT
” above.
Clawback
Awards granted under
the 2006 Omnibus Incentive Compensation Plan, including EIP and PSU awards, are subject to a “clawback” in certain circumstances.
Timing of Compensation Decisions and Awards
Ameren’s Board and the Committee establish meeting schedules annually, well in advance of each meeting, to ensure a thorough and thoughtful decision process. Incentive compensation awards were made
at regularly scheduled meetings.
Following is a discussion of the timing of certain compensation decisions for 2013 at
Ameren:
|
|
•
|
|
the Executives’ base salaries for 2013 were reviewed and a 2013 base salary increase for each of the Executives was approved at the December 2012
Committee meeting, as discussed under “— Base Salary” above;
|
|
|
•
|
|
2013 EIP target opportunities (as a percentage of base salary) were established for the Executives and the range of 2013 EIP EPS and safety LWA goals
for 2013 was set at the December 2012 and February 2013 Committee meetings, respectively;
|
36
|
|
•
|
|
2013 PSU grants to the Executives were approved at the December 2012 Committee meeting; and
|
|
|
•
|
|
the final determination of the 2013 EIP and 2011 PSU payouts were made at the February 2014 Committee meeting.
|
Decisions relating to material elements of compensation are fully deliberated by the Committee at each Committee meeting and, when
appropriate, over the course of several Committee meetings. This allows for any follow-up to questions from Committee members in advance of the final decision. The Committee makes long-term incentive grants at its December meeting of the year prior
to the year the grants are made. The Committee expects to continue to establish base salaries at its December meeting each year, effective in January.
Impact of Prior Compensation
Amounts realizable from prior compensation did not
serve to increase or decrease 2013 compensation amounts. The Committee’s primary focus was on achieving market-level compensation opportunities.
Other Considerations for Changes in Compensation Opportunities
Market data,
retention needs, general economic conditions and internal pay equity have been the primary factors considered in decisions to increase or decrease compensation opportunities materially. Corporate and individual performance are the primary factors in
determining the ultimate value of those compensation opportunities.
Role of Executive Officers
For 2013, Ameren’s Chief Executive Officer (Mr. Voss) with the assistance of the Vice President and Chief Human Resources Officer of
Ameren Services (Mark C. Lindgren) recommended to the Committee compensation amounts for the Executives. (See discussion under “— Base Salary” above.) Mr. Voss makes recommendations to the Committee with respect to the
compensation of the Executives and other senior executives. Mr. Voss possesses insight regarding individual performance levels, degree of experience and future promotion potential. In all cases, Mr. Voss’ recommendations are presented
to the Committee for review based on the market data provided by the Committee’s independent consultant. The Committee independently determines each Executive’s compensation, as discussed in this CD&A. No Executive makes
recommendations for setting his own compensation.
The Executives and other senior executives play a role in the early states
of design and evaluation of our compensation programs and policies. Because of their extensive familiarity with our business and corporate culture, these executives are in the position to suggest programs and policies to the Committee and the
independent consultant that will engage employees and provide effective incentives to produce outstanding financial and operating results for Ameren and its subsidiaries, including the Company, and their shareholders.
Other Compensation Matters
As
a result of Mr. Heflin’s termination of employment effective as of January 22, 2014, Mr. Heflin was not eligible to receive payments under his 2013 EIP award, 2012 and 2013 PSU award and retention agreement entered into as of
February 2011.
Neither Ameren nor the Company has any written or unwritten employment agreements with any of the Executives.
Each Executive is an employee at the will of Ameren or the Company.
37
C
OMPENSATION
T
ABLES
AND
N
ARRATIVE
D
ISCLOSURES
The following table sets forth compensation information for our Executives
for services rendered in all capacities to the Company and its affiliates, including Ameren, in fiscal years 2013, 2012 and 2011. You should refer to the section entitled “Compensation Discussion and Analysis” above for an explanation of
the elements used in setting the compensation for our Executives.
S
UMMARY
C
OMPENSATION
T
ABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal
Position
(1)
(a)
|
|
Year
(b)
|
|
|
Salary
(2)
($)
(c)
|
|
|
Bonus
(2)
($)
(d)
|
|
Stock
Awards
(3)
($)
(e)
|
|
|
Option
Awards
(4)
($)
(f)
|
|
Non-Equity
Incentive
Plan
Compensation
(2)(5)
($)
(g)
|
|
Change in
Pension
Value and
Nonqualified
Def. Comp.
Earnings
(6)
($)
(h)
|
|
All Other
Compensation
(7)
($)
(i)
|
|
Total
($)
(j)
|
|
|
Warner L. Baxter
President,
Ameren; Chairman, President and
Chief Executive Officer, Ameren
Missouri
(8)
|
|
|
2013
2012
2011
|
|
|
|
624,000
607,000
590,000
|
|
|
—
—
—
|
|
|
1,130,170
1,169,305
1,138,581
|
|
|
—
—
—
|
|
425,010
423,392
459,414
|
|
139,454
243,690
233,019
|
|
67,038
64,671
66,527
|
|
|
2,385,672
2,508,058
2,487,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Martin J. Lyons, Jr.
Executive
Vice President and Chief Financial
Officer, Ameren Missouri and Ameren
|
|
|
2013
2012
2011
|
|
|
|
540,000
510,000
485,000
|
|
|
—
—
—
|
|
|
978,025
982,449
935,955
|
|
|
—
—
—
|
|
514,920
389,612
397,120
|
|
92,115
140,048
124,709
|
|
45,210
43,746
42,830
|
|
|
2,170,270
2,065,855
1,985,614
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles D. Naslund
Senior Vice
President, Ameren Missouri
|
|
|
2013
2012
2011
|
|
|
|
462,000
450,000
437,000
|
|
|
—
—
—
|
|
|
717,214
743,036
722,838
|
|
|
—
—
—
|
|
310,180
289,737
307,626
|
|
161,375
268,563
274,527
|
|
44,345
43,526
45,801
|
|
|
1,695,114
1,794,862
1,787,792
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory L. Nelson
Senior Vice
President, General Counsel and
Secretary, Ameren Missouri and Ameren
|
|
|
2013
2012
2011
|
|
|
|
440,000
416,000
382,405
|
|
|
—
—
—
|
|
|
728,598
732,689
310,928
|
|
|
—
—
—
|
|
389,600
303,984
294,255
|
|
105,305
149,322
107,101
|
|
17,562
37,146
30,671
|
|
|
1,681,065
1,639,141
1,125,360
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adam C. Heflin
(9)
Former Senior Vice President and Chief
Nuclear
Officer, Ameren Missouri
|
|
|
2013
2012
2011
|
|
|
|
445,000
417,000
400,000
|
|
|
—
—
—
|
|
|
690,827
688,553
1,061,652
|
|
|
—
—
—
|
|
—
281,275
281,580
|
|
75,531
109,365
99,384
|
|
36,220
34,340
34,117
|
|
|
1,247,578
1,530,533
1,876,733
|
|
|
(1)
|
Includes compensation received as an officer of Ameren and its subsidiaries (including Ameren Missouri), except that Messrs. Baxter and Heflin served as officers
of Ameren Missouri only and not of Ameren or its other subsidiaries, and Mr. Naslund served as an officer of Ameren Missouri only and not of Ameren or its other subsidiaries (except that prior to March 2, 2011, Mr. Naslund served as
an officer of Ameren Energy Resources Company, LLC only and not of Ameren or its other subsidiaries). On January 1, 2013, Mr. Naslund relinquished his officer position at the Company and was elected Senior Vice President of Ameren
Services, and effective March 1, 2013, he was elected Executive Vice President of Ameren Services. Mr. Nelson was the Vice President, Tax and Deputy General Counsel of Ameren Services and Vice President of the Company and Ameren Illinois
during 2011 until March 2, 2011.
|
|
(2)
|
Cash compensation received by each Executive for fiscal years 2013, 2012 and 2011 is found in the Salary or Non-Equity Incentive Plan Compensation column. The amounts
that would generally be considered “bonus” awards are found under Non-Equity Incentive Plan Compensation in column (g).
|
|
(3)
|
The amounts in column (e) represent the aggregate grant date fair value computed in accordance with authoritative accounting guidance of PSU
awards under the 2006 Omnibus Incentive Compensation Plan without regard to estimated forfeitures related to service-based vesting conditions. For 2013 PSU grants, the calculations reflect an accounting value of 101.5 percent of the target value,
for 2012 grants 107.7 percent of
|
38
|
|
target value, and for 2011 grants 111.4 percent of target value. Assumptions used in the calculation of the amounts in column (e) are described in Note 12 to our audited financial statements
for the fiscal year ended December 31, 2013 included in our 2013 Form 10-K. The maximum value of the 2013 PSU award, excluding dividends, is as follows: Mr. Baxter – $2,620,515; Mr. Lyons – $2,267,738; Mr. Naslund
– $1,662,998; Mr. Nelson – $1,689,395 and Mr. Heflin – $1,601,816. This value is based on the closing price of $36.16 per share of Ameren’s Common Stock on the NYSE on December 31, 2013.
|
In addition, for Mr. Heflin, the amount in column (e) for 2011 includes the aggregate grant date fair value computed in
accordance with authoritative accounting guidance of the retention award under the 2006 Omnibus Incentive Compensation Plan without regard to estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of
the amounts in column (e) are described in Note 12 to our audited financial statements for the fiscal year ended December 31, 2013 included in our 2013 Form 10-K. Because Mr. Heflin ceased being an employee effective as of
January 22, 2014, Mr. Heflin forfeited this award.
The amounts reported for PSU award grants in column (e) do
not reflect actual compensation realized by the Executives and are not a guarantee of the amount that the Executive will actually receive from the grant of the respective PSU awards. The actual compensation realized by the Executives will be based
upon the share price of Ameren’s Common Stock at payout. The PSUP performance periods for the 2012 and 2013 grants will not end until December 31, 2014 and December 31, 2015, respectively, and, as such, the actual value, if any, of
the PSU awards will generally depend on the Company’s achievement of certain market performance measures during these periods. In connection with his termination of employment, Mr. Heflin forfeited his 2012 and 2013 PSU awards.
|
(4)
|
None of the Executives received any option awards in 2013, 2012 or 2011.
|
|
(5)
|
Represents payouts for performance under the applicable year’s EIP. See “— Compensation Discussion and Analysis” for a discussion of how
amounts were determined for 2013. As a result of Mr. Heflin’s termination of employment effective as of January 22, 2014, Mr. Heflin was not eligible to receive a “bonus” award for fiscal year 2013.
|
|
(6)
|
Amounts shown in column (h) are the sum of (1) the increase in the actuarial present value of each Executive’s accumulated benefit under
all defined benefit and actuarial pension plans (including the SRP) from December 31 of the prior fiscal year to December 31 of the applicable fiscal year and (2) the above-market portion of interest determined in accordance with SEC
disclosure rules as the difference between the interest credited at the rate in Ameren’s deferred compensation plan and interest that would be credited at 120 percent of the applicable federal long-term rate (the “AFR”) published by
the Internal Revenue Service (“IRS”) and calculated as of January 1, 2014 for the year ended December 31, 2013, as of January 1, 2013 for the year ended December 31, 2012 and as of January 1, 2012 for the year
ended December 31, 2011. The table below shows the allocation of these amounts for each Executive. For 2013, the applicable interest rate for the deferred compensation plan was 5.55 percent for amounts deferred prior to January 1, 2010 and
2.89 percent for amounts deferred on or after January 1, 2010. The above-market earnings are calculated using those applicable interest rates minus 120 percent of the AFR of 4.19 percent published by the IRS and calculated as of January 2014.
For 2012, the applicable interest rate for the deferred compensation plan was 7.10 percent for amounts deferred prior to January 1, 2010 and
|
39
|
|
3.37 percent for amounts deferred on or after January 1, 2010. The above-market earnings are calculated using those applicable interest rates minus 120 percent of the AFR of 2.78 percent
published by the IRS and calculated as of January 2013. For 2011, the applicable interest rate for the deferred compensation plan was 7.44 percent for amounts deferred prior to January 1, 2010 and 4.24 percent for amounts deferred on or after
January 1, 2010. The above-market earnings are calculated using those applicable interest rates minus 120 percent of the AFR of 5.02 percent published by the IRS and calculated as of January 2012.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Year
|
|
|
Pension Plan
Increase
($)
|
|
|
Deferred Compensation Plan
Above-Market
Interest
($)
|
|
Baxter
|
|
|
2013
2012
2011
|
|
|
|
124,381
198,980
191,690
|
|
|
15,073
44,710
41,329
|
|
Lyons
|
|
|
2013
2012
2011
|
|
|
|
92,115
140,048
124,709
|
|
|
—
—
—
|
|
Naslund
|
|
|
2013
2012
2011
|
|
|
|
132,367
182,519
194,990
|
|
|
29,008
86,044
79,537
|
|
Nelson
|
|
|
2013
2012
2011
|
|
|
|
101,462
137,923
96,564
|
|
|
3,843
11,399
10,537
|
|
Heflin
|
|
|
2013
2012
2011
|
|
|
|
72,060
99,069
89,867
|
|
|
3,471
10,296
9,517
|
For assumptions and methodology regarding the determination of pension values, please refer to the
footnotes under the Pension Benefits Table.
|
(7)
|
The amounts in column (i) reflect for each Executive matching contributions allocated by Ameren to each Executive pursuant to Ameren’s 401(k) savings plan,
which is available to all salaried employees, and the cost of insurance premiums paid by Ameren with respect to term life insurance, which amount each Executive is responsible for paying income tax. In 2013, Ameren’s 401(k) matching
contributions, including the 401(k) Restoration Benefit as described in “— N
ONQUALIFIED
D
EFERRED
C
OMPENSATION
— Executive Deferred Compensation Plan Participation” below, for each of
the Executives were as follows: Mr. Baxter – $47,133; Mr. Lyons – $41,833; Mr. Naslund – $33,828; Mr. Nelson – $11,475 and Mr. Heflin – $32,682. In 2013, the Company’s cost of insurance premiums
for Mr. Naslund was $10,517. In 2013, the amount in column (i) for Mr. Baxter also includes the costs for entertainment expenses, tax and financial planning services, spouse business travel and personal use of a Company-provided
telephone during 2013.
|
|
(8)
|
On February 14, 2014, Mr. Baxter became President of Ameren and a member of the Board of Ameren and, effective as of April 24, 2014, Mr. Baxter will become the Chief
Executive Officer of Ameren. Mr. Baxter will resign from his position as Chairman and member of the Board, and President and Chief Executive Officer of the Company, effective as of March 31, 2014. Mr. Moehn will succeed Mr. Baxter as Chairman,
President and Chief Executive Officer of the Company, effective as of April 1, 2014.
|
|
(9)
|
Mr. Heflin ceased being an employee and director of the Company as of January 22, 2014.
|
40
The following table provides additional information with respect to stock-based awards
granted in 2013, the value of which was provided in the Stock Awards column of the Summary Compensation Table with respect to 2013 grants, and the potential range of payouts associated with the 2013 EIP.
G
RANTS
OF
P
LAN
-B
ASED
A
WARDS
T
ABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
(a)
|
|
Grant Date
(1)
(b)
|
|
Committee
Approval
Date
(1)
|
|
Estimated Future Payouts Under
Non-Equity Incentive
Plan
Awards
(2)
|
|
Estimated Future Payouts Under Equity
Incentive Plan
Awards
(3)
|
|
All Other
Stock Awards:
Number of
Shares of
Stock
or
Units
(#)
(i)
|
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(4)
(#)
(j)
|
|
Exercise
or Base
Price of
Option
Awards
(4)
($/Sh)
(k)
|
|
Grant Date
Fair Value
of Stock
and Option
Awards
(5)
($)
(l)
|
|
|
|
|
|
Threshold
($)
(c)
|
|
|
Target
($)
(d)
|
|
|
Maximum
($)
(e)
|
|
Threshold
(#)
(f)
|
|
Target
(#)
(g)
|
|
|
Maximum
(#)
(h)
|
|
|
|
|
|
Baxter
|
|
|
|
|
|
|
218,400
|
|
|
|
436,800
|
|
|
873,600
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
|
|
PSUP: 1/1/13
|
|
12/13/12
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
10,871
|
|
|
36,235
|
|
|
72,470
|
|
—
|
|
—
|
|
—
|
|
|
1,130,170
|
|
|
Lyons
|
|
|
|
|
|
|
189,000
|
|
|
|
378,000
|
|
|
756,000
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
|
|
PSUP: 1/1/13
|
|
12/13/12
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
9,407
|
|
|
31,357
|
|
|
62,714
|
|
—
|
|
—
|
|
—
|
|
|
978,025
|
|
|
Naslund
|
|
|
|
|
|
|
138,600
|
|
|
|
277,200
|
|
|
554,400
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
|
|
PSUP: 1/1/13
|
|
12/13/12
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
6,899
|
|
|
22,995
|
|
|
45,990
|
|
—
|
|
—
|
|
—
|
|
|
717,214
|
|
|
Nelson
|
|
|
|
|
|
|
143,000
|
|
|
|
286,000
|
|
|
572,000
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
|
|
PSUP: 1/1/13
|
|
12/13/12
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
7,008
|
|
|
23,360
|
|
|
46,720
|
|
—
|
|
—
|
|
—
|
|
|
728,598
|
|
|
Heflin
|
|
|
|
|
|
|
144,625
|
|
|
|
289,250
|
|
|
578,500
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
|
|
PSUP: 1/1/13
|
|
12/13/12
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
6,645
|
|
|
22,149
|
|
|
44,298
|
|
—
|
|
—
|
|
—
|
|
|
690,827
|
|
|
(1)
|
The 2013 PSU target awards were approved by the Committee on December 13, 2012 and, in accordance with authoritative accounting guidance, granted on
January 1, 2013. See “— C
OMPENSATION
D
ISCUSSION
AND
A
NALYSIS
” for a discussion of the timing of various pay decisions.
|
|
(2)
|
The amounts shown in column (c) reflect the threshold payment level under the 2013 EIP which is 50 percent of the target amount shown in column (d). The
amount shown in column (e) is 200 percent of such target amount. See “— C
OMPENSATION
D
ISCUSSION
AND
A
NALYSIS
” for information regarding the description of
performance-based conditions.
|
|
(3)
|
For each Executive, the amounts shown (denominated in shares of Ameren Common Stock) in column (f) reflect the threshold 2013 PSU award grant which is
30 percent of the target amount shown in column (g). The amount shown in column (h) is 200 percent of such target amount. See “— C
OMPENSATION
D
ISCUSSION
AND
A
NALYSIS
” for information regarding the terms of the awards, the description of performance-based vesting conditions and the criteria for determining the amounts payable.
|
|
(4)
|
None of the Executives received any option awards in 2013.
|
|
(5)
|
For each Executive, represents the grant date fair value of the 2013 PSU awards determined in accordance with authoritative accounting guidance (including FASB ASC
Topic 718), excluding the effect of estimated forfeiture. Assumptions used in the calculation of these amounts are referenced in footnote (3) to the Summary Compensation Table. There is no guarantee that, if and when the 2013 PSU awards vest,
they will have this value. In connection with his termination of employment as of January 22, 2014, Mr. Heflin forfeited his 2013 PSU award.
|
41
N
ARRATIVE
D
ISCLOSURE
TO
S
UMMARY
C
OMPENSATION
T
ABLE
AND
G
RANTS
OF
P
LAN
-B
ASED
A
WARDS
T
ABLE
See “— C
OMPENSATION
D
ISCUSSION
AND
A
NALYSIS
” for further
information relating to each Executive regarding the terms of awards reported in the Summary Compensation Table and the Grants of Plan-Based Awards Table and for discussions regarding officer stock ownership requirements, dividends paid on equity
awards, and allocations between short-term and long-term compensation.
The following table provides information regarding the
outstanding equity awards held by each of the Executives as of December 31, 2013.
O
UTSTANDING
E
QUITY
A
WARDS
AT
F
ISCAL
Y
EAR
-E
ND
T
ABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
(1)
|
|
Stock Awards
|
|
Name
(a)
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
(b)
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
(c)
|
|
Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
(d)
|
|
Option
Exercise
Price
($)
(e)
|
|
Option
Expiration
Date
(f)
|
|
Number of
Shares or
Units of Stock
That Have Not
Vested
(#)
(g)
|
|
Market
Value of
Shares or
Units of
Stock
That
Have
Not Vested
($)
(h)
|
|
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units, or Other
Rights That
Have Not
Vested
(2)(4)
(#)
(i)
|
|
Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned Shares,
Units, or Other
Rights That Have
Not Vested
(2)(3)(4)
($)
(j)
|
|
Baxter
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
111,863
|
|
4,044,966
|
|
Lyons
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
95,897
|
|
3,467,636
|
|
Naslund
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
71,019
|
|
2,568,047
|
|
Nelson
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
71,464
|
|
2,584,138
|
|
Heflin
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
78,632
|
|
2,843,331
|
|
(1)
|
None of the Executives hold any options to purchase shares of Ameren’s Common Stock.
|
|
(2)
|
For each Executive, represents 2012 and 2013 PSU award grants at target and maximum performance, respectively.
|
The 2012 and 2013 PSU awards for such Executives vest, subject to Ameren achieving the required performance threshold and continued
employment of the Executive, as of December 31, 2014 and December 31, 2015, respectively, for such Executives. See “— C
OMPENSATION
D
ISCUSSION
AND
A
NALYSIS
—
Long-Term Incentives: Performance Share Unit Program (“PSUP”).”
For Mr. Heflin, additionally represents a
grant at target under his February 2011 retention award based on the closing price of $36.16 per share of Ameren’s Common Stock on the NYSE on December 31, 2013. In connection with Mr. Heflin’s termination of employment on
January 22, 2014, Mr. Heflin forfeited his February 2011 retention award in its entirety.
|
(3)
|
The dollar value of the payment of the 2012 and 2013 PSU awards is based on achieving the target and maximum performance goals for such awards, respectively. Valuations
are based on the closing price of $36.16 per share of Ameren’s Common Stock on the NYSE on December 31, 2013. There is no guarantee that, if and when the 2012 and 2013 PSU awards vest, they will have this value.
|
|
(4)
|
In connection with his termination of employment as of January 22, 2014, Mr. Heflin forfeited payment under his 2011 retention award and his 2012 and 2013
PSUs.
|
42
The following table provides the amounts received upon exercise of options or similar
instruments or the vesting of stock or similar instruments during the most recent fiscal year.
O
PTION
E
XERCISES
AND
S
TOCK
V
ESTED
T
ABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
(1)
|
|
Stock Awards
|
|
|
Name
(a)
|
|
Number of Shares
Acquired on
Exercise
(#)
(b)
|
|
Value Realized
on Exercise
($)
(c)
|
|
Number of Shares
Acquired
on
Vesting
(2)
(#)
(d)
|
|
Value
Realized
on
Vesting
(3)
($)
(e)
|
|
|
Baxter
|
|
—
|
|
—
|
|
41,958
|
|
|
1,517,201
|
|
|
Lyons
|
|
—
|
|
—
|
|
34,491
|
|
|
1,247,195
|
|
|
Naslund
|
|
—
|
|
—
|
|
26,637
|
|
|
963,194
|
|
|
Nelson
|
|
—
|
|
—
|
|
11,458
|
|
|
414,321
|
|
|
Heflin
|
|
—
|
|
—
|
|
24,382
|
|
|
881,653
|
|
|
(1)
|
None of the Executives hold any options to purchase shares of Ameren’s Common Stock.
|
|
(2)
|
For each Executive, represents 2011 PSU award grants earned as of December 31, 2013. During the performance period for the 2011 PSU awards ending December 31,
2013, such Executives were credited with dividend equivalents on 2011 PSU award grants, which represented the right to receive shares of Ameren Common Stock measured by the dividend payable with respect to the corresponding number of 2011 PSU
awards. Dividend equivalents on 2011 PSU awards accrued at target levels and were reinvested into additional 2011 PSU awards throughout the three-year performance period. For each Executive, the actual dividend equivalents paid out on PSU awards
varies from 0 percent to 200 percent of the target number of PSUs granted to each Executive and is based on the performance of Ameren during each respective PSU award performance period. Dividend equivalents are only earned to the extent that the
underlying PSU award is earned. The number of 2011 PSUs ultimately earned by each Executive through dividend reinvestment, at 15.7 percent of the original target levels accrued, was as follows: Mr. Baxter – 5,709 units; Mr. Lyons
– 4,693 units; Mr. Naslund – 3,624 units; Mr. Nelson – 1,559 units and Mr. Heflin – 3,317 units.
|
|
(3)
|
The value of the vested 2011 PSUs is based on the closing price of $36.16 per share of Ameren’s Common Stock on the NYSE on December 31, 2013.
|
43
P
ENSION
B
ENEFITS
The table below provides the actuarial present value of the Executive’s accumulated benefits under Ameren’s retirement plans
and the number of years of service credited to each Executive under these plans.
P
ENSION
B
ENEFITS
T
ABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
(a)
|
|
Plan Name
(b)
|
|
Number of
Years Credited
Service
(#)
(c)
|
|
Present Value
of
Accumulated
Benefit
(1)(2)
($)
(d)
|
|
|
Payments During
Last Fiscal
Year
(3)
($)
(e)
|
|
Baxter
|
|
1) Retirement Plan
|
|
18
|
|
|
340,761
|
|
|
—
|
|
|
|
2) SRP
|
|
18
|
|
|
907,847
|
|
|
—
|
|
Lyons
|
|
1) Retirement Plan
|
|
12
|
|
|
275,073
|
|
|
—
|
|
|
|
2) SRP
|
|
12
|
|
|
389,426
|
|
|
—
|
|
Naslund
|
|
1) Retirement Plan
|
|
39
|
|
|
1,176,932
|
|
|
—
|
|
|
|
2) SRP
|
|
39
|
|
|
644,391
|
|
|
—
|
|
Nelson
|
|
1) Retirement Plan
|
|
18
|
|
|
535,851
|
|
|
—
|
|
|
|
2) SRP
|
|
18
|
|
|
408,018
|
|
|
—
|
|
Heflin
|
|
1) Retirement Plan
|
|
8
|
|
|
209,938
|
|
|
—
|
|
|
|
2) SRP
|
|
8
|
|
|
240,974
|
|
|
—
|
|
(1)
|
Represents the actuarial present value of the accumulated benefits relating to the Executives under the Retirement Plan (defined below) and the SRP as of
December 31, 2013. See Note 11 to our audited consolidated financial statements for the year ended December 31, 2013 included in our 2013 Form 10-K for an explanation of the valuation method and all material assumptions applied in
quantifying the present value of the accumulated benefit. The calculations were based on retirement at the plan normal retirement age of 65, included no pre-retirement decrements in determining the present value, used an 80 percent lump
sum/20 percent annuity payment form assumption, and used the plan valuation mortality assumptions after age 65 in the 1994 Group Annuity Reserving Table. Cash balance accounts were projected to age 65 using the 2013 plan interest
crediting rate of 5 percent.
|
|
(2)
|
The following table provides the Cash Balance Account Lump Sum Value for accumulated benefits relating to the Executives under the cash balance account under the
Retirement Plan and the SRP at December 31, 2013 as an alternative to the presentation of the actuarial present value of the accumulated benefits relating to the Executives under the Retirement Plan and the SRP as of December 31, 2013.
|
|
|
|
|
|
|
|
|
|
Name
|
|
Plan Name
|
|
Cash Balance Account
Lump Sum
Value
($)
|
|
|
Baxter
|
|
1) Retirement Plan
|
|
|
309,329
|
|
|
|
|
2) SRP
|
|
|
824,108
|
|
|
Lyons
|
|
1) Retirement Plan
|
|
|
243,933
|
|
|
|
|
2) SRP
|
|
|
345,341
|
|
|
Naslund
|
|
1) Retirement Plan
|
|
|
1,095,709
|
|
|
|
|
2) SRP
|
|
|
599,920
|
|
|
Nelson
|
|
1) Retirement Plan
|
|
|
492,649
|
|
|
|
|
2) SRP
|
|
|
375,123
|
|
|
Heflin
|
|
1) Retirement Plan
|
|
|
188,255
|
|
|
|
|
2) SRP
|
|
|
216,086
|
|
44
|
(3)
|
All Executives were active and not eligible for payments prior to December 31, 2013.
|
Ameren Retirement Plan
Retirement benefits for the Executives fall under the
Benefits for Salaried Employees (the “Cash Balance Account”). Most salaried employees of Ameren and its subsidiaries, including the Executives, earn benefits in the Cash Balance Account under the Ameren Retirement Plan (the
“Retirement Plan”) immediately upon employment. Benefits become vested after three years of service.
On an annual
basis a bookkeeping account in a participant’s name is credited with an amount equal to a percentage of the participant’s pensionable earnings for the year. Pensionable earnings include base salary and annual EIP compensation, which are
equivalent to amounts shown in columns (c) and (g) in the Summary Compensation Table. The applicable percentage is based on the participant’s age as of December 31 of that year.
|
|
|
|
|
Participant’s Age
on December 31
|
|
Regular Credit for Pensionable Earnings*
|
|
Less than 30
|
|
3%
|
|
30 to 34
|
|
4%
|
|
35 to 39
|
|
4%
|
|
40 to 44
|
|
5%
|
|
45 to 49
|
|
6%
|
|
50 to 54
|
|
7%
|
|
55 and over
|
|
8%
|
|
|
*
|
An additional regular credit of three percent is received for pensionable earnings above the Social Security wage base.
|
|
These accounts also receive interest credits based on the average yield
for one-year U.S. Treasury constant maturity for the previous October, plus one percent. The minimum interest credit is five percent.
Effective January 1, 2001, an enhancement account was added that provides a $500 additional credit at the end of each year.
The normal retirement age under the Cash Balance Account structure and the SRP is 65. Neither the Cash Balance Account structure nor the SRP contains provisions for crediting extra years of service or for
early retirement. When a participant terminates employment (including as a result of retirement), the amount credited to the participant’s account is converted to an annuity or paid to the participant in a lump sum. The participant can also
choose to defer distribution, in which case the account balance is credited with interest at the applicable rate until the future date of distribution.
Ameren Supplemental Retirement Plan
In certain cases, pension benefits under the
Retirement Plan are reduced to comply with maximum limitations imposed by the IRC. The SRP is maintained by Ameren to provide for a supplemental benefit equal to the difference between the benefit that would have been paid if such IRC limitations
were not in effect and the reduced benefit payable as a result of such IRC limitations. Any Executive whose pension benefits under the Retirement Plan would exceed IRC limitations or who participates in the deferred compensation plan described below
is eligible to participate in the SRP. The SRP is unfunded and is not a qualified plan under the IRC.
45
There is no offset under either the Retirement Plan or the SRP for Social Security benefits
or other offset amounts.
N
ONQUALIFIED
D
EFERRED
C
OMPENSATION
The following table discloses contributions, earnings and balances under the nonqualified deferred compensation plan for each
Executive.
N
ONQUALIFIED
D
EFERRED
C
OMPENSATION
T
ABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
(a)
|
|
Executive
Contributions
in 2013
(1)
($)
(b)
|
|
Company
Contributions
in 2013
(2)
($)
(c)
|
|
Aggregate
Earnings
in 2013
(3)
($)
(d)
|
|
Aggregate
Withdrawals/
Distributions
($)
(e)
|
|
Aggregate Balance
at 12/31/13
(4)
($)
(f)
|
|
Baxter
|
|
47,544
|
|
35,658
|
|
115,205
|
|
—
|
|
1,697,286
|
|
Lyons
|
|
40,477
|
|
30,358
|
|
34,065
|
|
—
|
|
299,079
|
|
Naslund
|
|
342,650
|
|
22,353
|
|
186,283
|
|
—
|
|
3,503,472
|
|
Nelson
|
|
—
|
|
—
|
|
16,357
|
|
—
|
|
409,917
|
|
Heflin
|
|
79,238
|
|
21,207
|
|
48,583
|
|
—
|
|
616,084
|
|
(1)
|
A portion of these amounts is also included in amounts reported for 2013 as “Salary” in column (c) of the Summary Compensation Table. These amounts also
include a portion of amounts reported as “Non-Equity Incentive Plan Compensation” in our 2013 information statement, representing compensation paid in 2013 for performance during 2012.
|
|
(2)
|
All of the Company matching contributions reported for each Executive are included in the amounts reported in column (i) of the Summary Compensation Table.
|
|
(3)
|
The dollar amount of aggregate interest earnings accrued during 2013. The above-market interest component of these amounts earned on deferrals made prior to
January 1, 2010 with respect to plan years beginning on or prior to January 1, 2010 and for deferrals made prior to January 1, 2010 with respect to plan years beginning on or after January 1, 2011 is included in amounts reported
in column (h) of the Summary Compensation Table. See footnote (6) to the Summary Compensation Table for the amounts of above-market interest. There are no above-market or preferential earnings on compensation deferred with respect to plan
years beginning on or after January 1, 2010 for deferrals made on and after January 1, 2010.
|
|
(4)
|
The dollar amount of the total balance of the Executive’s account as of December 31, 2013 consists of the following elements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Executive
Contributions
($)
|
|
|
Company
Matching Contributions
($)
|
|
Interest
Earnings
($)
|
|
|
Total
($)
|
|
|
Amount Previously Reported as
Compensation in
Prior Years
(1)
($)
|
|
Baxter
|
|
|
892,933
|
|
|
137,390
|
|
|
666,963
|
|
|
|
1,697,286
|
|
|
1,020,614
|
|
Lyons
|
|
|
141,392
|
|
|
106,044
|
|
|
51,643
|
|
|
|
299,079
|
|
|
176,601
|
|
Naslund
|
|
|
2,276,906
|
|
|
88,641
|
|
|
1,137,925
|
|
|
|
3,503,472
|
|
|
2,060,555
|
|
Nelson
|
|
|
187,259
|
|
|
45,213
|
|
|
177,444
|
|
|
|
409,917
|
|
|
105,988
|
|
Heflin
|
|
|
402,066
|
|
|
73,634
|
|
|
140,383
|
|
|
|
616,084
|
|
|
280,259
|
|
|
(1)
|
Represents amounts previously reported as compensation to the Executive in the Company’s Summary Compensation Table in previous years.
|
46
Executive Deferred Compensation Plan Participation
Pursuant to an optional deferred compensation plan available to members of the Ameren Leadership Team, Executives may annually choose to
defer up to 50 percent (in one percent increments) of their salary and up to 100 percent (in one percent increments or amounts in excess of a threshold) of cash incentive awards. There are no minimum dollar thresholds for deferrals. At the
request of a participant, Ameren may, in its discretion, waive the 50 percent limitation.
The Ameren Deferred
Compensation Plan, as amended and restated, effective January 1, 2010 (the “Ameren Deferred Compensation Plan”), changed the interest crediting rates for deferrals made with respect to plan years commencing on and after
January 1, 2010 and added a 401(k) restoration benefit for eligible officers of Ameren and its subsidiaries, including the Executives, whose total salary and short-term incentive award exceeds the limit on compensation in effect under the IRC.
In October 2010, Ameren adopted an amendment to the Ameren Deferred Compensation Plan for plan years beginning on and after January 1, 2011 to, among other things, change the measurement period for the applicable interest rates to amounts
deferred under such plan prior to January 1, 2010 and clarify that matching contributions made under the plan are based upon all of a participant’s deferrals under the plan during a plan year. Pursuant to the Ameren Deferred Compensation
Plan, amounts deferred (and interest attributable thereto), other than the 401(k) Restoration Benefit (as defined below), accrue interest at the rate to be applied to the participant’s account balance depending on (1) the plan year for
which the rate is being calculated and (2) the year in which the deferral was made, as follows:
|
|
|
|
|
|
|
Calculation for Plan Year
|
|
Deferral Date
|
|
Rate
|
|
Plan Years beginning on or prior to January 1, 2010
|
|
Deferrals prior to January 1, 2010
|
|
150 percent of the average of the monthly Mergent’s Seasoned AAA Corporate Bond Yield Index rate (the “Officers Deferred Plan Index Rate”) for the calendar year
immediately preceding such plan year — for 2013 such interest crediting rate was 5.55 percent
|
|
|
|
|
|
Plan Years beginning on or after January 1, 2010
|
|
Deferrals on and after January 1, 2010
|
|
120 percent of the AFR for the December immediately preceding such plan year (the “Officers Deferred Plan Interest Rate”) — for 2013 such interest crediting rate was
2.89 percent
|
Under the Ameren Deferred Compensation Plan, upon a participant’s termination of employment with
Ameren and/or its subsidiaries, including the Company, prior to age 55 and after the occurrence of a Change of Control (as defined under “— O
THER
P
OTENTIAL
P
OST
-E
MPLOYMENT
P
AYMENTS
— Change of Control — In General — Change of Control Severance Plan” below) the balance in such participant’s deferral account, with interest as described in the table above, shall be distributed in a
lump sum within 30 days after the date the participant terminates employment.
The 401(k) Restoration Benefit allows eligible
officers of Ameren and its subsidiaries, including the Executives, to also defer a percentage of salary and/or EIP awards in excess of the limit on compensation then in effect under the IRC (currently $255,000), in
47
one percent increments, up to a maximum of six percent of total salary and EIP awards (a “401(k) Restoration Deferral,” together with Ameren’s 401(k) matching credit
described below, the “401(k) Restoration Benefit”). Under the Ameren Deferred Compensation Plan, Ameren credits each participating officer’s deferral account with a matching credit equal to 100 percent of the first three percent
of salary and EIP awards and 50 percent of the remaining salary and EIP awards deferred by the participant, including a 401(k) Restoration Deferral. In general, eligible participants, including the Executives, may direct the deemed investment
of the 401(k) Restoration Benefit in accordance with the investment options that are generally available under Ameren’s 401(k) savings investment plan, except for the Ameren stock fund.
As a result of the changes described in this section, no preferential or above-market earnings are paid pursuant to the Ameren Deferred
Compensation Plan with respect to plan years beginning on or after January 1, 2010 for deferrals made on and after January 1, 2010. The investment returns for the funds available to Executives under the Ameren Deferred Compensation Plan in
2013 were as follows:
|
|
|
|
|
|
|
Name of Fund
|
|
Percentage
Rate
of Return
|
|
|
Target 2015 Fund
|
|
|
7.68
|
%
|
|
Target 2020 Fund
|
|
|
10.18
|
%
|
|
Target 2025 Fund
|
|
|
12.34
|
%
|
|
Target 2030 Fund
|
|
|
14.12
|
%
|
|
Target 2035 Fund
|
|
|
15.78
|
%
|
|
Target 2040 Fund
|
|
|
17.28
|
%
|
|
Target 2045 Fund
|
|
|
18.88
|
%
|
|
Target 2050 Fund
|
|
|
20.13
|
%
|
|
Target 2055 Fund
|
|
|
21.26
|
%
|
|
Target Retirement Fund
|
|
|
6.69
|
%
|
|
Large Cap Equity Index
|
|
|
32.43
|
%
|
|
Large Cap Growth Equity
|
|
|
37.87
|
%
|
|
Large Cap Value Equity
|
|
|
30.33
|
%
|
|
Small/Mid Cap Equity Index
|
|
|
36.49
|
%
|
|
Small/Mid Cap Equity
|
|
|
41.40
|
%
|
|
International Equity Index
|
|
|
15.12
|
%
|
|
International Equity
|
|
|
20.54
|
%
|
|
Bond Fund
|
|
|
-1.95
|
%
|
|
Bond Index Fund
|
|
|
-2.10
|
%
|
|
TIPS Bond Index Fund
|
|
|
-8.73
|
%
|
|
Stable Interest Income
|
|
|
4.99
|
%
|
48
After the participant retires, the deferred amounts (and interest attributable thereto),
other than the 401(k) Restoration Benefit, accrue interest as follows:
|
|
|
|
|
|
|
Calculation for Plan Year
|
|
Deferral Date
|
|
Rate
|
|
Plan Years beginning on or prior to January 1, 2010
|
|
Deferrals prior to January 1, 2010
|
|
Average monthly Mergent’s Seasoned AAA Corporate Bond Yield Index rate (the “Officers Deferred Plan Base Index Rate”) for the calendar year immediately preceding such
plan year — for 2013 such interest crediting rate was 3.70 percent
|
|
|
|
|
|
Plan Years beginning on or after January 1, 2010
|
|
Deferrals on and after January 1, 2010
|
|
Officers Deferred Plan Interest Rate — for 2013 such interest crediting rate was 2.89 percent
|
The plan compounds interest annually and the rate is calculated as of the first day of the plan year.
Distributions from the Ameren Deferred Compensation Plan will be paid in cash. A participant may choose to receive the
deferred amounts at retirement in a single lump sum payment or in substantially equal installments over a period of 5, 10 or 15 years. In the event a participant terminates employment with Ameren and its subsidiaries, including the Company,
prior to age 55, the balance in such participant’s deferral account is distributable in a lump sum to the participant within 30 days of the date the participant terminates employment.
Participants are 100 percent vested at all times in the value of their contributions, investment earnings and any Ameren 401(k) matching
credits. A participant’s benefit will be comprised of separate bookkeeping accounts evidencing his or her interest in each of the investment funds in which contributions and applicable matching contributions have been deemed invested. While no
actual contributions are made to the funds, earnings or losses are calculated using the valuation methodology employed by the record keeper for each of the corresponding funds. Participants may generally transfer investments among various investment
alternatives on a daily basis, subject to the provisions of the Ameren Deferred Compensation Plan.
O
THER
P
OTENTIAL
P
OST
-E
MPLOYMENT
P
AYMENTS
Employment Agreements
Neither Ameren nor the Company has employment agreements with the Executives.
General Severance Plan
Ameren maintains the Ameren Corporation Severance Plan for
Ameren Employees which provides for severance based on years of service and weeks of pay for all salaried full-time employees on the active payroll. The Executives are covered under this plan in the event of a qualified termination (defined under
the plan) and are eligible for severance on the same basis as other full-time salaried employees.
49
Change of Control
In General
Change of Control Severance Plan.
Severance and PSUP provisions
pursuant to a Change of Control (as defined below) were redesigned or designed by the Committee in 2006 and subsequent changes to the Change of Control Plan have been made in response to various changes in tax laws. In 2008, Ameren’s Board of
Directors adopted the Ameren Second Amended and Restated Change of Control Severance Plan, as amended (the “Change of Control Plan”). Other Ameren plans also carry change of control provisions. The Change of Control Plan was amended in
2009 to eliminate reimbursement and gross-up payments in connection with any excise taxes that may be imposed on benefits received by any officers who first become designated as entitled to receive benefits under the Change of Control Plan on or
after October 1, 2009.
Under the Change of Control Plan, designated officers of Ameren and its subsidiaries,
including the Executives, are entitled to receive severance benefits if their employment is terminated without Cause (as defined below) or by the Executive for Good Reason (as defined below) within two years after a Change of Control.
Definitions of Change of Control, Cause and Good Reason
A change of control (“Change of Control”) occurs under the Change of Control Plan, in general, upon:
|
|
(i)
|
the acquisition of 20 percent or more of the outstanding Common Stock of Ameren or of the combined voting power of the outstanding voting securities of Ameren;
|
|
|
(ii)
|
a majority change in composition of the board of directors;
|
|
|
(iii)
|
a reorganization, merger or consolidation, sale or other disposition of all or substantially all of the assets of Ameren, unless current shareholders continue to own
60 percent or more of the surviving entity immediately following the transaction; or
|
|
|
(iv)
|
approval by Ameren shareholders of a complete liquidation or dissolution of Ameren.
|
“Cause” is defined as follows:
|
|
(i)
|
the participant’s willful failure to substantially perform his or her duties with Ameren (other than any such failure resulting from the participant’s
disability), after notice and opportunity to remedy;
|
|
|
(ii)
|
gross negligence in the performance of the participant’s duties which results in material financial harm to Ameren;
|
|
|
(iii)
|
the participant’s conviction of, or plea of guilty or nolo contendere to, any felony or any other crime involving the personal enrichment of the participant at the
expense of Ameren or shareholders of Ameren; or
|
|
|
(iv)
|
the participant’s willful engagement in conduct that is demonstrably and materially injurious to Ameren, monetarily or otherwise.
|
50
“Good Reason” is defined as follows:
|
|
(i)
|
a net reduction of the participant’s authorities, duties, or responsibilities as an executive and/or officer of Ameren;
|
|
|
(ii)
|
required relocation of more than 50 miles;
|
|
|
(iii)
|
any material reduction of the participant’s base salary or target bonus opportunity;
|
|
|
(iv)
|
reduction in grant-date value of long-term incentive opportunity;
|
|
|
(v)
|
failure to provide the same aggregate value of employee benefit or retirement plans in effect prior to a Change of Control;
|
|
|
(vi)
|
failure of a successor to assume the Change of Control Plan agreements; or
|
|
|
(vii)
|
a material breach of the Change of Control Plan which is not remedied by the Company within ten business days of receipt of written notice of such breach.
|
If an Executive’s employment is terminated without Cause or by the Executive for Good Reason within two
years after a Change of Control, the Executive will receive a cash lump sum equal to the following:
|
|
(i)
|
unpaid salary and vacation pay through the date of termination;
|
|
|
(ii)
|
pro rata EIP compensation for the year of termination;
|
|
|
(iii)
|
three years’ worth of each of base salary and target EIP compensation;
|
|
|
(iv)
|
additional pension credit in the case of Messrs. Lyons and Nelson; and
|
|
|
(v)
|
solely with respect to officers who first became designated as entitled to receive benefits under the Change of Control Plan before October 1, 2009, reimbursement
and gross-up for any excise tax imposed on benefits received by the Executive from Ameren, assuming such payments (as defined by the IRS) are at least 110 percent of the imposed cap under the IRC.
|
In addition to the cash lump sum payment, any such Executive shall (i) continue to be eligible for welfare benefits during the
three-year severance period, provided that if the Executive becomes reemployed with another employer and is eligible to receive such welfare benefits under such other employer’s plan, the Company’s health and welfare benefits will be
secondary to those provided under such other plan during the severance period and (ii) receive, as incurred, up to $30,000 for the cost of outplacement services (not available for a Good Reason termination).
Following are details of how the above items are calculated.
|
|
•
|
|
Retirement Plan Benefit Assumptions.
Amount equal to the difference between (a) the account balance under the Retirement Plan and SRP which
the participant
|
51
|
|
would receive if his or her employment continued during the three-year period upon which severance is received (assuming the participant’s compensation during such period would have been
equal to his or her compensation as in effect immediately prior to termination), and (b) the actual account balance (paid or payable) under such plans as of the date of termination.
|
|
|
•
|
|
Welfare Benefit Payment Assumptions.
Continued coverage for the Executive’s family with medical, dental, life insurance and executive life
insurance benefits as if employment had not been terminated during the three-year period upon which severance is received. The calculation and the corresponding amounts set forth in the Estimated Potential Post-Employment Payments tables below
assume full cost of benefits over the three-year period. In addition, the Executive’s family receives additional retiree medical benefits (if applicable) as if employment had not been terminated during the three-year period upon which severance
is received. All retiree medical benefits are payable only in their normal form as monthly premium payments. The actuarial present value of the additional retiree medical benefits is included, calculated based on retirement at the end of the
three-year severance period a graded discount rate assumption of 0.29 percent for payment duration of three years or less, 1.14 percent for payment duration of over three but not more than nine years and 2.89 percent for payment duration over nine
years, and post-retirement mortality (but not pre-retirement mortality) according to the RP-2000 (generational) table.
|
Ability to Amend or Terminate Change of Control Plan
Ameren’s Board may
amend or terminate the Change of Control Plan at any time, including designating any other event as a Change of Control, provided that the Change of Control Plan may not be amended or terminated (i) following a Change of Control, (ii) at
the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (iii) otherwise in connection with or in anticipation of a Change of Control in any manner that could adversely affect the rights of any
officer covered by the Change of Control Plan.
52
Change of Control Provisions Relating to PSU Awards
Below is a summary of protections provided upon a Change of Control with respect to the PSU awards under the 2006 Omnibus Incentive
Compensation Plan. In brief, the goal of these protections is to avoid acceleration of PSU vesting and payment in situations where a Change of Control occurs but Ameren continues to exist and the Executive retains his or her position. In the table
below, the term “qualifying termination” means the participant (i) has an involuntary termination without Cause, (ii) for Change of Control Severance Plan participants, has a voluntary termination of employment for Good Reason
(as defined in the Change of Control Severance Plan) or (iii) has an involuntary termination that qualifies for severance under the Ameren Corporation Severance Plan for Ameren Employees (as in effect immediately prior to the Change of
Control). Other definitions of capitalized terms may be found in the 2006 Omnibus Incentive Compensation Plan or applicable award agreement.
|
|
|
|
|
|
|
Change of Control Event
|
|
Termination Event
|
|
Unvested
PSU Awards
|
|
|
|
|
|
Change of Control which occurs on or before the
end of the applicable performance period after which Ameren continues in existence and remains a publicly traded company on the NYSE or NASDAQ
|
|
No qualifying termination
|
|
Payable upon the earliest to occur of the
following:
• after the performance period has ended; or
• the participant’s death.
|
|
|
Qualifying termination within two years after the Change of Control and during
the three-year performance period
|
|
The PSUs the
participant would have earned if such participant remained employed for the entire performance period, at actual performance, will vest on the last day of the performance period and be paid in shares of the Company’s Common Stock immediately
following the performance period; provided that such distribution shall be deferred until the date which is six months following the participant’s termination of employment to the extent required by IRC Section 409A.
|
|
|
|
|
|
Change of Control which occurs on or before the
end of the applicable performance period in which Ameren ceases to exist or is no longer publicly traded on the NYSE or NASDAQ
|
|
Automatic upon Change of Control
|
|
The target number of PSU awards granted,
together with dividends accrued thereon, will be converted to nonqualified deferred compensation. Interest on the nonqualified deferred compensation will accrue based on the prime rate, computed as provided in the award agreement.
|
|
|
Continued employment until the end
of the three-year performance period
|
|
Lump sum payout
of the nonqualified deferred compensation plus interest immediately following the performance period.
|
|
|
Retirement or termination due to
disability prior to the Change of Control
|
|
Immediate lump
sum payment of the nonqualified deferred compensation plus interest upon the Change of Control.
|
|
|
Continued employment until death
or disability which occurs after the Change of Control and before the end of the three-year performance period
|
|
Immediate lump sum payout of the nonqualified deferred
compensation, plus interest upon such death or disability.
|
|
|
Qualifying termination during the three-year performance period
|
|
Immediate lump
sum payout of the nonqualified deferred compensation plus interest upon termination; provided that such distribution shall be deferred until the date which is six months following the participant’s termination of employment to the extent
required by IRC Section 409A.
|
|
|
|
|
|
|
|
Other termination of employment before the end of the three-year performance period
|
|
Forfeiture of the nonqualified deferred compensation, plus interest.
|
53
Termination Other Than for Change of Control
The following table summarizes the impact of certain employment events outside the context of a Change of Control that may result in the
payment of unvested PSU awards.
|
|
|
|
|
|
|
Type of Termination
|
|
Additional
Termination Details
|
|
Unvested PSU
Awards
|
|
Death
|
|
Prior to age 62
|
|
All
awards pay out at target (plus accrual of dividends), pro rata for the number of days worked in each performance period.
|
|
|
Age 62+
|
|
|
Disability
|
|
Prior to age 62
|
|
All
outstanding awards are earned at the same time and to the same extent that they are earned by other participants, and are paid immediately following the performance period.
|
|
|
Age 62+
|
|
|
Retirement (Termination at or after age 55) During Performance Period
|
|
Prior to age 62
|
|
Only if the
participant has at least five years of service, a prorated award is earned at the end of the three-year performance period (based on actual performance) and paid immediately following the performance period.
|
|
|
Age 62+
|
|
Only if the
participant has at least ten years of service (or five years of service in the case of the 2011 PSU awards), a full award is earned at the end of the three-year performance period (based on actual performance) and paid immediately following the
performance period.
|
|
|
|
|
|
Termination for
any reason other than death, disability, and retirement as provided above
|
|
N/A
|
|
Forfeited
|
Estimated Potential Post-Employment Payments
The tables below reflect the payments and benefits payable to each of the Executives in the event of a termination of the Executive’s
employment under several different circumstances. For all Executives, the amounts shown assume that termination was effective as of December 31, 2013, at the Executive’s compensation and service levels as of that date, and are estimates of
the amounts that would be payable to the Executive in each scenario. To the extent applicable, excise tax and gross-up payments are estimated using a stock price of $36.16 per share (the closing price of Ameren’s Common Stock on the NYSE on
December 31, 2013). In addition, the amounts shown do not include benefits paid by insurance providers under life and disability policies or payments and benefits provided on a non-discriminatory basis to employees upon a termination of
employment, including severance payments under the Ameren Corporation Severance Plan for Ameren Employees. The actual amounts to be paid out can only be determined at the time of the Executive’s actual separation from Ameren. Factors that could
affect the nature and amount of the payments on termination of employment, among others, include the timing of event, compensation level, the market price of Ameren’s Common Stock and the Executive’s age.
54
B
AXTER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Component of Pay
|
|
Death
($)
|
|
|
Disability
($)
|
|
|
Retirement at
Age at
12/31/13
(1)
($)
|
|
|
Involuntary
Termination
not for
Cause
($)
|
|
Change of
Control
(2)
($)
|
|
|
Cash Severance (Three years’ Base Salary and Target EIP, Plus Prorata EIP)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
3,619,200
|
|
|
PSU Vesting, Assuming Termination of Employment
|
|
|
2,842,783
|
|
|
|
5,328,758
|
|
|
|
|
|
|
|
|
|
4,191,104
|
|
|
Three Years’ Pension Credit
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
510,145
|
|
|
Three Years’ Welfare Benefits
(3)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
106,628
|
|
|
Outplacement at Maximum
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
Excise Tax and Gross-up
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
4,596,567
|
|
|
Total
|
|
|
2,842,783
|
|
|
|
5,328,758
|
|
|
|
|
|
|
|
|
|
13,053,644
|
|
|
|
|
|
|
|
|
|
L
YONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Component of Pay
|
|
Death
($)
|
|
|
Disability
($)
|
|
|
Retirement at
Age at
12/31/13
(1)
($)
|
|
|
Involuntary
Termination
not
for
Cause
($)
|
|
Change of
Control
(2)
($)
|
|
|
Cash Severance (Three years’ Base Salary and Target EIP, Plus Prorata EIP)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
3,132,000
|
|
|
PSU Vesting, Assuming Termination of Employment
|
|
|
2,372,455
|
|
|
|
4,515,635
|
|
|
|
|
|
|
|
|
|
3,528,328
|
|
|
Three Years’ Pension Credit
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
356,758
|
|
|
Three Years’ Welfare Benefits
(3)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
58,107
|
|
|
Outplacement at Maximum
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
Excise Tax and Gross-up
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
3,985,862
|
|
|
Total
|
|
|
2,372,455
|
|
|
|
4,515,635
|
|
|
|
|
|
|
|
|
|
11,091,055
|
|
|
|
|
|
|
|
|
|
N
ASLUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Component of Pay
|
|
Death
($)
|
|
|
Disability
($)
|
|
|
Retirement at
Age at
12/31/13
($)
|
|
|
Involuntary
Termination
not
for
Cause
($)
|
|
Change of
Control
(2)
($)
|
|
|
Cash Severance (Three years’ Base Salary and Target EIP, Plus Prorata EIP)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
2,494,800
|
|
|
PSU Vesting, Assuming Termination of Employment
|
|
|
1,805,151
|
|
|
|
3,383,041
|
|
|
|
1,953,681
|
|
|
|
|
|
2,661,171
|
|
|
Three Years’ Pension Credit
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
518,780
|
|
|
Three Years’ Welfare Benefits
(3)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
67,484
|
|
|
Outplacement at Maximum
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
30,000
|
|
|
Excise Tax and Gross-up
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
3,246,795
|
|
|
Total
|
|
|
1,805,151
|
|
|
|
3,383,041
|
|
|
|
1,953,681
|
|
|
|
|
|
9,019,030
|
|
55
N
ELSON
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Component of Pay
|
|
Death
($)
|
|
|
Disability
($)
|
|
|
Retirement
at Age at
12/31/13
($)
|
|
|
Involuntary
Termination
not for
Cause
($)
|
|
|
Change of
Control
(2)
($)
|
|
|
Cash Severance (Three years’ Base Salary and Target EIP, Plus Prorata EIP)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
2,464,000
|
|
|
PSU Vesting, Assuming Termination of Employment
|
|
|
1,253,196
|
|
|
|
2,850,018
|
|
|
|
1,406,139
|
|
|
|
|
|
|
|
2,114,581
|
|
|
Three Years’ Pension Credit
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
385,601
|
|
|
Three Years’ Welfare Benefits
(3)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
69,606
|
|
|
Outplacement at Maximum
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
30,000
|
|
|
Excise Tax and Gross-up
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
2,782,178
|
|
|
Total
|
|
|
1,253,196
|
|
|
|
2,850,018
|
|
|
|
1,406,139
|
|
|
|
|
|
|
|
7,845,966
|
|
|
|
|
|
|
|
|
|
H
EFLIN
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Component of Pay
|
|
Death
($)
|
|
|
Disability
($)
|
|
|
Retirement
at Age at
12/31/13
(1)
($)
|
|
|
Involuntary
Termination
not for Cause
($)
|
|
|
Change of
Control
(2)
($)
|
|
|
Cash Severance (Three years’ Base Salary and Target EIP, Plus Prorata EIP)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
N/A
|
|
|
|
2,492,000
|
|
|
PSU Vesting, Assuming Termination of Employment
|
|
|
1,672,469
|
|
|
|
3,184,812
|
|
|
|
|
|
|
|
0
|
|
|
|
2,486,914
|
|
|
Retention Award Vesting, Assuming Termination of Employment
|
|
|
378,467
|
|
|
|
378,467
|
|
|
|
|
|
|
|
378,467
|
|
|
|
400,000
|
|
|
Three Years’ Pension Credit
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
N/A
|
|
|
|
283,516
|
|
|
Three Years’ Welfare Benefits
(3)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
N/A
|
|
|
|
58,481
|
|
|
Outplacement at Maximum
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
N/A
|
|
|
|
30,000
|
|
|
Excise Tax and Gross-up
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
N/A
|
|
|
|
3,241,860
|
|
|
Total
|
|
|
2,050,936
|
|
|
|
3,563,279
|
|
|
|
|
|
|
|
378,467
|
|
|
|
8,992,771
|
|
|
(1)
|
Messrs. Baxter, Lyons and Heflin are not retirement-eligible. Therefore, no PSU vesting is shown upon retirement for them.
|
|
(2)
|
Indicates Change of Control amounts payable to Executives pursuant to the Change of Control Plan, assuming that Ameren ceases to exist or is no longer publicly traded
on the NYSE or NASDAQ after the Change of Control.
|
|
(3)
|
Welfare benefits figures reflect the estimated lump-sum present value of all future premiums which will be paid on behalf of or to the Executives under our welfare
benefit plans. These amounts, however, would not actually be paid as a cash lump sum upon a Change of Control and termination of employment.
|
|
(4)
|
The estimated number of PSUs that would be payable upon retirement at December 31, 2013 for Messrs. Naslund and Nelson is calculated according to the schedule
following “— Change of Control Provisions Relating to PSU Awards” above, depending on their respective ages at December 31, 2013. Where performance was estimated, it was estimated at 87.5 percent payout for the 2012 PSU award and
175 percent payout for the 2013 PSU award.
|
56
|
(5)
|
Mr. Heflin’s employment with the Company ceased effective as of January 22, 2014. Mr. Heflin did not receive severance in connection with his
termination of employment and forfeited all payments under his retention award and 2012 and 2013 PSU awards. Mr. Heflin did receive a payment under his 2011 PSU award in the amount of 24,382 shares valued at $881,653 as of December 31,
2013.
|
Notwithstanding anything to the contrary set forth in any of the Company’s filings under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate other filings with the SEC, including this information statement, in whole or in part, the following Audit and Risk Committee Report shall
not be deemed to be incorporated by reference into any such filings.
AUDIT AND RISK
COMMITTEE REPORT
The Audit and Risk Committee of Ameren Corporation reviews Union Electric Company’s financial
reporting process on behalf of Union Electric Company’s Board of Directors. In fulfilling its responsibilities, the Audit and Risk Committee has reviewed and discussed the audited financial statements of Union Electric Company to be included in
the 2013 Form 10-K with Union Electric Company’s management and the independent registered public accounting firm. Management is responsible for the financial statements and the reporting process, as well as maintaining effective internal
control over financial reporting and assessing such effectiveness. The independent registered public accounting firm is responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles
generally accepted in the United States. Union Electric Company is a “non-accelerated filer” with respect to the reporting requirements of the Securities Exchange Act of 1934, as amended, and therefore, is not required to comply with
Section 404 of the Sarbanes-Oxley Act of 2002 and related SEC regulations as to the auditor’s attestation report on internal control over financial reporting.
The Audit and Risk Committee has discussed with the independent registered public accounting firm, the matters required to be discussed by the rules of the Public Company Accounting Oversight Board
(“PCAOB”), including U.S. Auditing Standard Section 380 and U.S. Auditing Standards No. 61. In addition, the Audit and Risk Committee has discussed with the independent registered public accounting firm, the accounting
firm’s independence with respect to Union Electric Company and its management, including the matters in the written disclosures and the letter required by the applicable requirements of the PCAOB regarding the independent registered public
accounting firm’s communications with the Audit and Risk Committee concerning independence, received from the independent registered public accounting firm. To ensure the independence of the registered public accounting firm, Ameren Corporation
has instituted monitoring processes at both the internal management level and the Audit and Risk Committee level. At the management level, the chief financial officer or the chief accounting officer is required to review and pre-approve all
engagements of the independent registered public accounting firm for any category of services, subject to the pre-approval of the Audit and Risk Committee described below. In addition, the chief financial officer or the chief accounting officer is
required to provide to the Audit and Risk Committee at each of its meetings (except meetings held exclusively to review earnings press releases and quarterly reports on SEC Form 10-Q) a written description of all services to be performed by the
independent registered public accounting firm and the corresponding estimated fees. The monitoring process at the Audit and Risk Committee level includes a requirement that the Committee pre-approve the use of the independent registered public
accounting firm to perform any category of services. At each Audit and Risk
57
Committee meeting (except meetings held exclusively to review earnings press releases and quarterly reports on SEC Form 10-Q), the Committee receives a joint report from the independent
registered public accounting firm and the chief financial officer or the chief accounting officer concerning audit fees and fees paid to the independent registered public accounting firm for all other services rendered, with a description of the
services performed. The Audit and Risk Committee has considered whether the independent registered public accounting firm’s provision of the services covered under the captions “INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM —
F
EES
FOR
F
ISCAL
Y
EARS
2013
AND
2012 — Audit-Related Fees,” “— Tax Fees” and “— All Other Fees” in this information statement is
compatible with maintaining the registered public accounting firm’s independence and has concluded that the registered public accounting firm’s independence has not been impaired by their engagement to perform these services.
In reliance on the reviews and discussions referred to above, the Audit and Risk Committee recommended to the Boards of Directors of
Ameren Corporation and Union Electric Company that Union Electric Company’s audited financial statements be included in Union Electric Company’s 2013 Form 10-K, for filing with the SEC.
Ameren Audit and Risk Committee:
Walter J. Galvin, Chairman
Catherine S. Brune
Ellen M. Fitzsimmons
Stephen R. Wilson
58
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
F
ISCAL
Y
EAR
2013
PricewaterhouseCoopers LLP (“PwC”) served as the independent registered public accounting firm for Ameren and its subsidiaries in 2013. PwC is an independent registered public accounting firm
with the PCAOB. Representatives of the firm are expected to be present at the Annual Meeting with the opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions.
F
EES
F
OR
F
ISCAL
Y
EARS
2013 A
ND
2012
Audit Fees
The aggregate fees
for professional services rendered by PwC for (i) the audits of the consolidated annual financial statements of Ameren included in the combined 2013 Form 10-K of Ameren and its registered subsidiaries, the annual financial statements of its
subsidiaries included in the combined 2013 Form 10-K of Ameren and its registered subsidiaries and the annual financial statements of certain non-registered subsidiaries; (ii) the audit of Ameren’s internal control over financial
reporting; (iii) the reviews of the quarterly financial statements included in the combined Forms 10-Q of Ameren and its subsidiaries for the 2013 fiscal year; (iv) services provided in connection with debt and equity offerings; (v) a
required Department of Energy grant compliance audit; (vi) controls assessment over new system implementations; (vii) certain accounting and reporting consultations; (viii) ratemaking-related audits; (ix) certain regulatory
procedures for the 2013 fiscal year; (x) certain reviews of Ameren’s Merchant Generation business; and (xi) the recasting of Ameren’s Form 10-K for discontinued operations, were $5,325,075.
Fees billed by PwC for audit services rendered to Ameren and its subsidiaries during the 2012 fiscal year totaled $4,355,100.
Audit-Related Fees
The
aggregate fees for audit-related services rendered by PwC to Ameren and its subsidiaries during the 2013 fiscal year totaled $797,235. Such services consisted of: (i) employee benefit plan audits; (ii) income tax accounting
consultations/strategic transactions; and (iii) stock transfer/registrar review.
Fees billed by PwC for audit-related
services rendered to Ameren and its subsidiaries during the 2012 fiscal year totaled $1,557,937.
Tax Fees
The aggregate fees for tax services rendered by PwC to Ameren and its subsidiaries during the 2013 fiscal year totaled $165,000 for tax
compliance and advice.
Fees billed by PwC for tax services rendered to Ameren and its subsidiaries during the 2012 fiscal
year totaled $75,000.
All Other Fees
The aggregate fees billed to Ameren by PwC during the 2013 fiscal year for all other services rendered to Ameren and its subsidiaries totaled $5,400 for accounting and reporting reference software.
59
Fees billed by PwC for all other services rendered to Ameren and its subsidiaries during the
2012 fiscal year totaled $35,400.
F
ISCAL
Y
EAR
2014
Ameren’s Audit and Risk Committee has appointed PwC as independent registered public accounting firm for Ameren and its subsidiaries,
including Ameren Missouri, for the fiscal year ending December 31, 2014. Ameren is asking its shareholders to ratify this appointment at its 2014 annual meeting of shareholders.
P
OLICY
R
EGARDING
THE
P
RE
-A
PPROVAL
OF
I
NDEPENDENT
R
EGISTERED
P
UBLIC
A
CCOUNTING
F
IRM
P
ROVISION
OF
A
UDIT
, A
UDIT
-R
ELATED
AND
N
ON
-A
UDIT
S
ERVICES
Ameren’s Audit and Risk Committee has adopted a policy to
pre-approve all audit, audit-related and permissible non-audit services provided by the independent registered public accounting firm to Ameren and its subsidiaries, including the Company, except that in accordance with the Committee’s charter,
pre-approvals of non-audit services may be delegated to a single member of the Audit and Risk Committee. The Audit and Risk Committee pre-approved under that policy 100 percent of the fees for services covered under the above captions
“— Audit Fees,” “— Audit-Related Fees” and “— All Other Fees” for fiscal years 2013 and 2012.
SHAREHOLDER PROPOSALS
Under the rules of the
SEC, any shareholder proposal intended for inclusion in the information statement material for our 2015 annual meeting of shareholders must be received by the Secretary of the Company on or before November 11, 2014. We expect that the 2015
annual meeting of shareholders will be held on April 28, 2015.
In addition, under our By-Laws, shareholders who intend
to submit a proposal in person at an annual meeting, or who intend to nominate a director at an annual meeting, must provide advance written notice along with other prescribed information. In general, such notice must be received by the Secretary of
the Company at our principal executive offices not later than 60 or earlier than 90 days prior to the anniversary of the previous year’s annual meeting (i.e., not later than Saturday, February 22, 2014 or earlier than Thursday,
January 23, 2014). The specific procedures to be used by shareholders to recommend nominees for director are set forth in Ameren’s Policy Regarding Nominations of Directors, which can be found on Ameren’s website at
http://www.ameren.com. The specific procedures to be used by shareholders to submit a proposal in person at an annual meeting are set forth in the Company’s By-Laws, a copy of which may be obtained upon written request to the Secretary of the
Company. The chairman of the meeting may refuse to allow the transaction of any business, or to acknowledge the nomination of any person, not made in compliance with the procedures set forth in the Company’s By-Laws and, in the case of
nominations, Ameren’s Director Nomination Policy.
60
FORM 10-K
A copy of our 2013 Form 10-K, including the Company’s financial statements for the year ended December 31, 2013, is being
furnished with this information statement. The 2013 Form 10-K is also available on Ameren’s website at http://www.ameren.com. If requested, we will provide you copies of any exhibits to the 2013 Form 10-K upon the payment of a fee
covering our reasonable expenses in furnishing the exhibits. You can request exhibits to the 2013 Form 10-K by writing to the Office of the Secretary, Union Electric Company, P.O. Box 66149, St. Louis, Missouri 63166-6149.
FOR INFORMATION ABOUT THE COMPANY, INCLUDING THE COMPANY’S ANNUAL, QUARTERLY AND CURRENT REPORTS ON SEC FORMS 10-K, 10-Q AND 8-K, RESPECTIVELY, PLEASE VISIT THE INVESTORS’ SECTION OF
AMEREN’S HOME PAGE ON THE INTERNET — HTTP://WWW.AMEREN.COM. INFORMATION CONTAINED ON AMEREN’S WEBSITE IS NOT INCORPORATED INTO THIS INFORMATION STATEMENT OR OTHER SECURITIES FILINGS.
61
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